Common use of Escrow Obligations of Escrow Agent Clause in Contracts

Escrow Obligations of Escrow Agent. Transferor and Company acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value and the other Escrowed Items will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor and Company agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, however, that if such expenses are incurred by Escrow Agent in connection with litigation between Transferor and Company, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value (except, in each case as set forth in succeeding subsection (d)) without giving written notice to the party which will not receive the disbursement at least ten (10) Business Days in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may be. Escrow Agent will be indemnified (by Transferor or Company, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement (including, without limitation, receipt of inconsistent instructions from Transferor or Company as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will promptly (and in any event, within one Business Day) notify Transferor and Company of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of the Transfer Value to Transferor or to such account as Transferor may designate) as set forth in the joint direction letter described in Section 7.7 hereof, (iii) immediately following receipt of written notice from Transferor or Company that this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. (f) Escrow Agent may resign upon 15 days' written notice to Transferor and Company, and if a successor title agent is not appointed within such 15-day period, Escrow Agent may petition a court of competent jurisdiction to name a successor.

Escrow Obligations of Escrow Agent. Transferor Seller and Company Buyer acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value Purchase Price (including the Deposit), the Asset Sales Proceeds and the other Escrowed Items will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor Seller and Company Buyer agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, however, that if such expenses are incurred by Escrow Agent in connection with litigation between Transferor Seller and CompanyBuyer, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value Purchase Price (including the Deposit) or any Asset Sales Proceeds (except, in each case as set forth in succeeding subsection (d)) without giving written notice to the party which will not receive the disbursement at least ten (10) Business Days in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value Purchase Price (including the Deposit) or the Asset Sales Proceeds, in each case except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value Purchase Price (including the Deposit) or Asset Sales Proceeds, as the case may be, and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may be. Escrow Agent will be indemnified (by Transferor Seller or CompanyBuyer, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement Agreement (including, without limitation, receipt of inconsistent instructions from Transferor Buyer or Company Seller as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will promptly (and in any event, within one Business Day) notify Transferor Buyer and Company Seller of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of (x) the Transfer Value Purchase Price to Transferor Seller or to such account as Transferor Seller may designatedesignate and (y) the Asset Sales Proceeds to Buyer) as set forth in the joint direction letter described in Section 7.7 hereof, (iii) immediately following receipt of written notice from Transferor Seller or Company Buyer that this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company Buyer that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered deposited same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. (f) Escrow Agent may resign upon 15 days' written notice to Transferor Seller and CompanyBuyer, and if a successor title escrow agent is not appointed by Buyer and Seller within such 15-day period, Escrow Agent may petition a court of competent jurisdiction to name a successor.

Escrow Obligations of Escrow Agent. Transferor Seller and Company Buyer acknowledge ---------------------------------- that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value Purchase Price (including the Deposit), the Asset Sales Proceeds and the other Escrowed Items will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor Seller and Company Buyer agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, -------- however, that if such expenses are incurred by Escrow Agent in connection ------- with litigation between Transferor Seller and CompanyBuyer, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-non- prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value Purchase Price (including the Deposit) or any Asset Sales Proceeds (except, in each case as set forth in succeeding subsection (d)) without giving written notice to the party which will not receive the disbursement at least ten (10) Business Days in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value Purchase Price (including the Deposit) or the Asset Sales Proceeds, in each case except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value Purchase Price (including the Deposit) or Asset Sales Proceeds, as the case may be, and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may be. Escrow Agent will be indemnified (by Transferor Seller or CompanyBuyer, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement Agreement (including, without limitation, receipt of inconsistent instructions from Transferor Buyer or Company Seller as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will --- promptly (and in any event, within one Business Day) notify Transferor Buyer and Company Seller of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of (x) the Transfer Value Purchase Price to Transferor Seller or to such account as Transferor Seller may designatedesignate and (y) the Asset Sales Proceeds to Buyer) as set forth in the joint direction letter described in Section 7.7 hereof, --- (iii) immediately following receipt of written notice from Transferor Seller or Company Buyer that this Agreement has been terminated pursuant to Section 9.1 hereof, the --- Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company Buyer that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered deposited same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. (f) Escrow Agent may resign upon 15 days' written notice to Transferor Seller and CompanyBuyer, and if a successor title escrow agent is not appointed by Buyer and Seller within such 15-day period, Escrow Agent may petition a court of competent jurisdiction to name a successor.

Escrow Obligations of Escrow Agent. Transferor and Company ---------------------------------- acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value and the other Escrowed Items will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor and Company agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, -------- however, that if such expenses are incurred by Escrow Agent in connection ------- with litigation between Transferor and Company, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-non- prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value (except, in each case as set forth in succeeding subsection (d)) without giving written notice to the party which will not receive the disbursement at least ten (10) Business Days in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may be. Escrow Agent will be indemnified (by Transferor or Company, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement Agreement (including, without limitation, receipt of inconsistent instructions from Transferor or Company as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will --- promptly (and in any event, within one Business Day) notify Transferor and Company of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of the Transfer Value to Transferor or to such account as Transferor may designate) as set forth in the joint direction letter described in Section 7.7 hereof, (iii) immediately following receipt --- of written notice from Transferor or Company that this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be --- promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. (f) Escrow Agent may resign upon 15 days' written notice to Transferor and Company, and if a successor title agent is not appointed within such 15-day period, Escrow Agent may petition a court of competent jurisdiction to name a successor.

Escrow Obligations of Escrow Agent. Transferor Seller and Company Buyer acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value and Purchase Price, including the other Escrowed Items Deposits, will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument instrument, and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor Seller and Company Buyer agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claimclaim (including, without limitation, fees for services rendered by Escrow Agent's constituent attorneys and paralegals); provided, however, that if such expenses are incurred by Escrow Agent in connection with litigation between Transferor Seller and CompanyBuyer, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value Purchase Price or Deposits (except, in each case as set forth in succeeding subsection (d)except at Closing) without giving written notice to the party which will not receive the disbursement at least ten five (105) Business Days business days in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to the Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may bedisagreement. Escrow Agent will be indemnified (by Transferor Seller or CompanyBuyer, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement (including, without limitation, receipt of inconsistent instructions from Transferor or Company as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will promptly (and in any event, within one Business Day) notify Transferor and Company of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of the Transfer Value to Transferor or to such account as Transferor may designate) as set forth in the joint direction letter described in Section 7.7 hereof, (iii) immediately following receipt of written notice from Transferor or Company that this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. Buyer acknowledges that Escrow Agent is also acting as counsel to Seller, and agrees that Escrow Agent's duties pursuant to this Section 13.2 will not be deemed a conflict of interest affecting such representation of Seller. (fe) Escrow Agent may resign upon 15 days' written notice to Transferor Seller and CompanyBuyer, and if a successor title agent is not appointed within such 15-day period, Escrow Agent may petition a court of competent jurisdiction to name a successor.

Escrow Obligations of Escrow Agent. Transferor Seller and Company Buyer acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein and no implied duties or obligations will be inferred against Escrow Agent. The Transfer Value and Purchase Price, including the other Escrowed Items Deposits, will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument instrument, and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Transferor Seller and Company Buyer agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent's gross negligence, fraud or intentional misconduct; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claimclaim (including fees for services rendered by Escrow Agent's constituent attorneys and paralegals); provided, however, that if such expenses are incurred by Escrow Agent in connection with litigation between Transferor Seller and CompanyBuyer, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party. (c) Escrow Agent will not make any disbursement of the Transfer Value Purchase Price or Deposits (except, in each case as set forth in succeeding subsection (d)except at Closing) without giving written notice to the party which will not receive the disbursement at least ten [***] (10[***]) Business Days [***] in advance of the disbursement. The failure of the party not receiving the disbursement to object (on or prior to the seventh day after receipt of such notice) to the disbursement by written notice to the other party and to the Escrow Agent will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent instructions as to the disbursement of the Transfer Value except as set forth in succeeding subsection (d), Escrow Agent will not disburse the Transfer Value and will file an action in interpleader to resolve such disagreement or inconsistency, as the case may bedisagreement. Escrow Agent will be indemnified (by Transferor Seller or CompanyBuyer, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, action and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Notwithstanding anything to the contrary set forth in foregoing subsection (c) or elsewhere in this agreement (including, without limitation, receipt of inconsistent instructions from Transferor or Company as to the disbursement of any Escrowed Item), Escrow Agent shall take the following actions: (i) upon receipt of all Escrowed Items specified in the joint direction letter described in Section 7.7 hereof, Escrow Agent will promptly (and in any event, within one Business Day) notify Transferor and Company of such receipt of all Escrowed Items, (ii) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, Escrow Agent shall deliver the Escrowed Items to the party entitled to same (including, without limitation, delivery of the Transfer Value to Transferor or to such account as Transferor may designate) as set forth in the joint direction letter described in Section 7.7 hereof, (iii) immediately following receipt of written notice from Transferor or Company that this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (iv) immediately following receipt of written notice from Company that the Tender Offer Expiration Date did not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously delivered same with Escrow Agent. (e) Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent otherwise will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. (fe) Escrow Agent may resign upon 15 days' [***] ([***]) [***] written notice to Transferor Seller and CompanyBuyer, and if a successor title escrow agent is not appointed within such fifteen (15-) day period, Escrow Agent may petition a court of competent jurisdiction to name a successorsuccessor or to resolve such disagreement, or alternatively may transfer the Deposits held by Escrow Agent to the registry of the local court of applicable jurisdiction at which point the Escrow Agent shall have no further responsibility under this Agreement. (f) Seller acknowledges that Escrow Agent is counsel to the Buyer and Seller agrees that Escrow Agent shall not be precluded from representing the Buyer in the transactions contemplated by this Agreement and all matters arising hereunder.