Common use of Escrow of Deposit Clause in Contracts

Escrow of Deposit. The Deposit and interest accrued thereon shall be held in escrow by the Title Company as escrow agent subject to the terms of this Agreement, and shall be duly accounted for in accordance with this Agreement. The escrow agent shall not be liable for any action or failure to act taken or made in good faith in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.

Escrow of Deposit. Escrow Agent is appointed to receive, hold and disburse the Deposit in accordance with the following terms and conditions: (a) The Deposit and interest accrued thereon shall be held invested by Escrow Agent in an interest-bearing account at a national bank. (b) Any interest earned on the Deposit shall be reinvested for so long as the escrow by shall continue, and shall be considered a part of the Title Company as escrow agent subject Deposit. (c) In the event this Agreement is terminated, Xxxxxx Agent is instructed to disburse the Deposit in accordance with the terms of this Agreement. (d) In the event the sale of the Property is closed, Escrow Agent is instructed to deliver the Deposit to Seller to be treated as a credit against the Purchase Price, or, at the election of Xxxxx, returned to Buyer. (e) Buyer and shall be duly accounted for in accordance with this Agreement. The escrow agent Seller agree that Escrow Agent shall not be liable for any action reason except gross negligence or failure intentional misconduct. (f) Escrow Agent shall comply with any terms contained in this Agreement with respect to act taken or made in good faith in connection with the performance disbursement of its duties hereunder, but the Deposit. Any request for disbursement shall be liable only for its own willful default or misconduct. Purchaser signed by Xxxxx and Seller agree Seller; provided, however, that: (i) if Buyer terminates this Agreement prior to indemnify and hold harmless the escrow agent from any lossexpiration of the Inspection Period, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out Seller’s consent to the disbursement of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller Deposit to Buyer shall not indemnify be required, and (ii) if either party makes a written request for disbursement to Escrow Agent, with a copy to the escrow agent against any lossother party, damageand the other party fails to object in writing within ten (10) days, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this AgreementEscrow Agent shall be authorized to disburse the Deposit to the requesting party. Notwithstanding anything contained in this Agreement to the contrary contrary, Escrow Agent is authorized to disburse the Deposit in accordance with respect to the obligations order of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession judgment of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America jurisdiction. (g) In connection with this escrow, Xxxxx and no Seller agree to execute such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount agreements as the parties Escrow Agent may have mutually agreed or in accordance with such final order, decree or judgmentreasonably request. In no the event shall of any dispute regarding the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer application of the Deposit, subject Escrow Agent shall be authorized to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer disburse the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything a court of competent jurisdiction, to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions be held pending resolution of that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaserdispute.

Escrow of Deposit. The Initial Deposit and interest accrued thereon the Additional Deposit (collectively, the “Deposit”) shall be held delivered to the Escrow Agent and, if paid by check or checks, shall be subject to collection. The Escrow Agent shall hold the proceeds thereof in escrow by until the Title Company as escrow agent subject to Closing or earlier termination of this Agreement and shall pay over or apply the Deposit in accordance with the terms of this Agreement. (a) Except as otherwise provided herein, if for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of such amounts, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days after the receipt of such notice by the other party, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) business day period, the Escrow Agent shall continue to hold the Deposit and the Accrued Interest (as hereinafter defined) until otherwise directed by joint written instructions from Seller and Buyer or a final judgment of a court of competent jurisdiction. (b) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and shall be duly accounted for in accordance with this Agreement. The escrow agent that the Escrow Agent shall not be liable to either of the parties for any action act or failure to act omission on its part unless taken or made suffered in good faith bad faith, in willful disregard of this Agreement or involving negligence. Seller and Buyer shall jointly and severally indemnify, defend and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable counsel fees, incurred in connection with the performance of its the Escrow Agent’s duties hereunder, but shall be liable only for except with respect to actions or omissions taken or suffered by the Escrow Agent in bad faith or negligently, in willful disregard of this Agreement or involving gross negligence on its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless part. (c) The Escrow Agent has acknowledged acceptance of these provisions by signing in the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with place indicated on the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms signature page of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.

Escrow of Deposit. (a) The sum paid under subsection 2.1(a) herein (the “Deposit”) shall be delivered to the Escrow Agent and, if paid by check, shall be subject to collection. The Escrow Agent shall hold the proceeds thereof in escrow in an interest bearing account until the Closing or earlier termination of this Agreement and shall pay over or apply the Deposit and (together with any interest accrued thereon shall be held in escrow by the Title Company as escrow agent subject to the terms of this Agreement, and shall be duly accounted for thereon) in accordance with this Agreement. The escrow agent shall not be liable for any action or failure to act taken or made in good faith in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement At the Closing, the Escrow Agent shall pay the Deposit to the contrary with respect to the obligations Seller on account of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; orPurchase Price. (b) If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment of such amounts, the Escrow Agent shall give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) business days from the receipt of such notice by final orderthe other party, decree the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such five (5) business day period or if, for any other reason, the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the Deposit until otherwise directed by written instructions from Seller and Buyer or a final, unappealable and unappealed judgment by from a court of competent jurisdiction in jurisdiction. However, the United States Escrow Agent shall have the right at any time to deposit the Deposit and accrued interest with a court of America (competent jurisdiction, giving written notice of such deposit to Seller and no Buyer. Upon such orderdeposit, decree or judgment the Escrow Agent shall be deemed relieved and discharged of all further obligations and responsibilities hereunder. (c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that the Escrow Agent shall not be liable to be "final" unless and until the time either of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed for any act or omission on its part unless taken or suffered in accordance bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Buyer shall jointly and severally indemnify, defend and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable counsel fees, incurred in connection with such final order, decree or judgment. In no event shall performance of the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by the Escrow Agent in its sole discretionbad faith, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms in willful disregard of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation Agreement or direction from Seller and without regard to any contrary instructions that may be given by or involving gross negligence on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaserits part.

Escrow of Deposit. (a) The parties hereto acknowledge that RIGINC has paid the Deposit in immediately available funds to CMAJ to be held and disbursed in accordance herewith, and the parties hereto hereby designate and appoint CMAJ to serve and CMAJ agrees to act as escrow agent and to hold, safeguard and disburse the Deposit pursuant to the terms, conditions and provisions hereof. The Deposit and interest accrued thereon shall will be held in escrow by accordance herewith in CMAJ's non-interest bearing Trust Account. (b) At the Title Company as escrow agent subject Closing, CMAJ shall disburse the Deposit to the terms of this Agreement, and shall be duly accounted for Stockholders in accordance with this AgreementSection 2.2 hereof, or, should no Closing occur, then CMAJ shall disburse the Deposit to the Company or to RIGINC, as the case may be, in accordance with Article X hereof. (c) RIGINC and the Stockholders hereby agree that CMAJ does not assume any responsibility for any loss of the Deposit occasioned by the acts, omissions or financial condition of the financial institution (or its employees or agents) in which the Deposit is deposited. The escrow agent CMAJ shall be protected in acting upon any written notice, affidavit, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and the effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. CMAJ shall be protected in acting upon any written notice, affidavit, request, waiver, consent, receipt or other paper or document furnished to it by any of the parties hereto or its representative and signed by its representative to the same extent as if such writing or document were actually signed by such party. CMAJ shall not be liable for any act or failure to act under the provisions hereof, except where such action or failure to act taken shall constitute gross negligence or made intentional misconduct. CMAJ shall have no duties except those that are expressly set forth herein, and its shall not be bound by any Notice of Termination or demand with respect thereto or any waiver, modification, amendment, termination or rescission of this Agreement unless set forth in good faith a writing received by it, and if its duties herein are herein affected, unless it shall have given its prior written consent thereto. (d) The parties hereto hereby jointly and severally indemnify CMAJ against any Damages (defined below) arising from or in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.

Escrow of Deposit. The With respect to the Deposit, Escrowee is instructed as follows: (a) Upon the Closing, the Deposit shall be paid over to Seller. (b) In the event Purchaser should default under this Contract, Escrowee shall, if directed by Seller, pay the Deposit to Seller who shall retain it as and for its liquidated damages hereunder. (c) In the event Seller shall fail to close title by reason of a default by Seller or in the event this Contract is terminated in accordance with its terms through no fault of Purchaser, the Deposit shall be paid over to Purchaser. (d) Escrowee shall invest the Deposit in such bank or money market accounts or United States Government Treasury Bills as Purchaser shall direct. Any interest accrued thereon earned on Deposit when received shall similarly be held in escrow by the Title Company as escrow agent subject to Escrowee and if under the terms of this AgreementContract (i) the Deposit under the terms of this Contract is to be paid over to Purchaser, and then such interest shall be duly accounted paid over to Purchaser, or (ii) the Deposit is to be paid over to Seller, then such interest shall be paid over to Seller. (e) Escrowee, by signing this Contract at the end hereof where indicated, signifies its agreement to hold the Deposit for purposes as provided in accordance with this AgreementContract. The escrow agent In the event of any dispute, Escrowee shall have the right to deposit the Deposit in court to await the resolution of such dispute. In any event, Escrowee shall not be personally liable for so long as it acts in good faith. (f) Escrowee shall not incur any liability by reason of any action or failure to act non-action taken or made by Escrowee in good faith or pursuant to the judgment or order of a court of competent jurisdiction. Escrowee shall have the right to rely upon the genuineness of all certificates, notices and instruments delivered to it pursuant hereto, and all the signatures thereto or to any other writing received by Escrowee purporting to be signed by any party hereto, and upon the truth of the contents thereof. Before making payment or delivery of any moneys or documents held by Escrowee pursuant hereto, Escrowee shall have the right to require delivery to it of an executed and acknowledged receipt for the subject matter of the delivery to be made by it. In the event of any dispute between the parties as to whether either party is in default hereunder or as to any other material fact, Escrowee shall have the right to refrain from taking any further action with respect to the subject matter of the escrow until it is reasonably satisfied that such dispute is resolved or action by Escrow is required by an order or judgment of a court of competent jurisdiction. Escrowee shall be entitled to consult with other counsel in connection with the performance of its duties hereunder. Seller and Purchaser jointly and severally, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent Escrowee from any lossand all liability that may arise hereunder and to reimburse Escrowee for its reasonable costs and expenses, damage, liability, cost or expense (including reasonable attorneys' fees and expenses(either paid to retained attorneys or representing the fair value of legal services rendered by Escrowee to itself) arising out incurred as a result of any act dispute or action taken by it in good faith in connection with the performance of its duties litigation arising hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.

Escrow of Deposit. (a) The Deposit shall be deposited with and interest accrued thereon shall be held in escrow by the Title Company. The parties and Title Company agree that the Deposit shall be applied as escrow agent subject follows: (i) If Settlement is consummated, the Deposit shall be paid over to Seller and credited to the Purchase Price. (ii) If Settlement is not consummated by reason of Buyer’s default, the Deposit shall be paid over to Seller and shall be retained by Seller as provided for in Section 8 of this Agreement. (iii) If Settlement is not held by reason of Seller’s default, and Buyer elects to terminate this Agreement as a result thereof, the Deposit shall be paid over to Buyer for use and application by Buyer as provided for in Section 9 of this Agreement. (iv) If Buyer terminates this Agreement in accordance with the terms of this Agreement, and the Deposit shall be duly accounted for in accordance with this Agreement. The escrow agent shall not be liable for any action or failure paid over to act taken or made in good faith in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; orBuyer. (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment The Deposit shall be deemed held in one or more interest bearing money-market type accounts with one or more federally insured national or state-chartered banks, savings banks, or savings and loan associations. (c) Title Company and its partners and employees are acting as agents only, and will in no case be held liable either jointly or severally to either party for the performance of any term or covenant of this Agreement or for damages for the nonperformance hereof, nor shall Title Company be "final" unless and until required or obligated to determine any questions of fact or law. Title Company’s only responsibility hereunder shall be for the time safekeeping of appeal has expired and no appeal has been made); the Deposit and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The full and faithful performance by Title Company may resign as escrow agent hereunder, in its sole discretion, of the duties imposed by giving twenty-four this Section 20. (24d) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer shall be authorized to disburse the Deposit, subject to the terms Deposit at Settlement or upon any cancellation or termination of this Agreement, to only upon the written instructions of both parties; and in the absence of such instructions or in the event of any bank with offices in Bostondispute, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer shall be and is hereby authorized, but not obligated, to pay the entire amount of the Deposit into court, and any expenses of Title Company for so doing shall be payable out of the Deposit. Notwithstanding the foregoing, until the expiration of the Due Diligence Period, Title Company shall be obligated to return the Deposit to any Court with jurisdiction over Buyer upon the matter. Notwithstanding anything unilateral instructions of Buyer following notice of Buyer’s timely termination of this Agreement pursuant to the contrary in Section 13 of this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.

Escrow of Deposit. a. The Deposit shall be deposited on or before the date of this Agreement with and interest accrued thereon shall be held in escrow by the Title Company Escrow Holder. The parties and Escrow Holder agree that the Deposit shall be applied as escrow agent subject follows: i. If Settlement is held, the Deposit shall be credited to the terms Purchase Price. ii. If Settlement is not held by reason of this AgreementBuyer’s default, the Deposit shall be paid over to Seller and shall be duly accounted retained by Seller as provided for in accordance with this AgreementSection 8 above. iii. The escrow agent If Settlement is not held by reason of Seller’s default, the Deposit shall be paid over to Buyer as provided for in Section 9 above. iv. If Settlement is not be liable for any action held by reason of a failure of condition and not by reason of a default by Seller or failure to act taken or made in good faith in connection with the performance of its duties Buyer hereunder, but then, except as otherwise provided herein, the Deposit shall be liable only for its own willful default paid over to Buyer, neither party shall have any further liability or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties obligation hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled:terminate. (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. v. Notwithstanding anything to the contrary herein, the Released Funds portion of the Deposit shall be paid to the Seller within five (5) days following the end of the Due Diligence Period, unless the Buyer provides to the Escrow Holder written notice that it has terminated this Agreement in accordance with the provisions of Section 13(b), above. b. The Deposit shall be held in one or more interest bearing money-market type accounts with one or more federally insured national or state-chartered banks, savings banks, or savings and loan associations. c. Escrow Holder and its partners and employees are acting as agents only, and will in no case be held liable either jointly or severally to either party for the performance of any term or covenant of this Agreement or for damages for the nonperformance hereof, nor shall Escrow Holder be required or obligated to determine any questions of fact or law. Escrow Holder’s only responsibility hereunder shall be for the safekeeping of the Deposit and the full and faithful performance by Escrow Holder of the duties imposed by this Section 23. d. Except as otherwise provided in Section 23(a)(v), above, Escrow Holder shall be obligated to disburse the Deposit at Settlement or upon any cancellation or termination of this Agreement, at Purchaser's only upon the written instructions of both parties, should Escrow Holder in its sole discretion request made such instructions; and in the absence of such instructions or in the event of any time before dispute, Escrow Holder shall be and is hereby authorized, but not obligated, to pay the Due Diligence Expiration Dateentire amount of the Deposit into court, and without any expenses to Escrow Holder for so doing shall be payable out of the need Deposit. e. If counsel for any confirmation either Buyer or direction Seller is the Escrow Holder, such counsel shall not be prohibited from Seller and without providing representation to Buyer or Seller, as appropriate, in regard to this Agreement or in any contrary instructions that may be given by or on behalf dispute over the disposition of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to PurchaserDeposit.

Escrow of Deposit. The Deposit and interest accrued thereon shall be held in escrow by the Title Company as Ropes & Gray xx escrow agent subject to the terms of this Agreement, and shall be duly accounted for in accordance with this Agreement. The escrow agent shall not be liable for any action or failure to act nonaction taken or made in good faith in connection with the performance of its duties hereunder, but shall be liable only for its own willful default or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss, damage, liability, cost or expense (including reasonable attorneys' fees and expenses) arising out of any act or action taken by it in good faith in connection with the performance of its duties hereunder, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation of the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (ai) by mutual agreement between the parties; or (bii) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may Ropes & Gray xxx resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) 24 hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) 48 hours after such notice, the Title Company may Ropes & Gray xxx transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may Ropes & Gray xxx transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything It is understood by all of the parties hereto that Ropes & Gray xxx, is and shall continue to act as Seller's counsel in connection with the contrary in transaction contemplated by this Agreement, at Purchaser's written request made . All of the parties hereby agree that Ropes & Gray xxx continue in all respects to fully represent Seller in connection with this transaction and in any time before the Due Diligence Expiration Date, and without the need for any confirmation litigation or direction from Seller and without regard to any contrary instructions other controversy that may be given by arise between any of the parties hereto or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchasertheir affiliates notwithstanding that Ropes & Gray xx acting as escrow agent hereunder.

Escrow of Deposit. The Deposit shall be held, paid over and/or applied by Escrowee in accordance with the following provisions: (a) Escrowee shall hold the Deposit until the Closing or sooner termination of this Agreement. Any interest earned on the Deposit shall be paid to the same party entitled to be paid the Deposit hereunder (as and when such party is entitled to the Deposit). The party receiving such interest accrued shall pay any income taxes thereon. For purposes thereof, the parties shall upon request furnish their respective tax identification numbers to Escrowee. (b) At the Closing, the Deposit and all interest earned thereon shall be held in escrow paid by Escrowee to Seller. Interest on the Title Company Deposit shall not be credited against the Cash Balance. (c) If for any reason the Closing does not occur, then, except as escrow agent subject otherwise expressly provided to the terms contrary in this Section 3.2, Escrowee shall continue to hold the Deposit until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. Escrowee, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in the Commonwealth of Pennsylvania. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (d) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience, that Escrowee shall not be deemed to be the agent of either of the parties and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this AgreementAgreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs, claims and shall be duly accounted for expenses, including reasonable attorneys’ fees, incurred in accordance connection with the performance of Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith, in willful disregard of this Agreement. The escrow agent Agreement or involving gross negligence on the part of Escrowee. (e) Escrowee shall not be liable for any action or failure to act taken or made in good faith losses suffered in connection with any investment of the performance Deposit and shall have no obligation to obtain the best, or otherwise seek to maximize, the rate of its duties hereunder, but interest earned on any such investment. Any fees or charges in connection with such investment shall be liable only for its own willful default paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. (f) Upon any delivery of the amount remaining in escrow as provided in Sections 3.2(b) or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss(c) above, damage, Escrowee shall be relieved of all liability, cost responsibility or expense (including reasonable attorneys' fees and expenses) obligation with respect to or arising out of the escrow or under this Agreement. Escrowee shall not be bound by any modification to this Section 3.2 unless Escrowee shall have agreed to such modification in writing. (g) Escrowee shall be entitled to rely or act upon any notice, instrument or action taken document believed by it Escrowee to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in good faith any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. (h) Escrowee shall be entitled to retain attorneys of its choice, including itself, in connection with the performance of its duties hereunder, provided that Purchaser this escrow and Escrowee may continue to represent Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud in connection with this Agreement or any violation dispute which may arise hereunder or otherwise. (i) Escrowee has acknowledged its receipt of the terms Initial Deposit and its agreement to the foregoing provisions of this Section 3.2 by signing in the place indicated on the signature page of this Agreement. Notwithstanding anything contained in this Agreement Escrowee agrees to the contrary furnish Seller with respect to the obligations written confirmation of its receipt of the escrow agent, should any dispute arise with respect to the delivery and/or ownership Additional Deposit on or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to PurchaserBusiness Day following its receipt thereof.

Escrow of Deposit. (a) The Deposit shall be delivered to Escrow Agent in accordance with the provisions of Section 3.1 hereof, and interest accrued thereon shall be held by Escrow Agent until the Closing or sooner termination of this Agreement. Escrow Agent shall pay over or apply the Deposit in escrow by the Title Company as escrow agent subject to accordance with the terms of this AgreementSection 3.2. Any interest earned on the Deposit or any portion thereof shall be paid to the same party entitled to the Deposit or any portion thereof hereunder (as and when such party is entitled to the Deposit or such portion thereof), and the party receiving such interest shall pay any income taxes thereon. For purposes thereof, the tax identification numbers of the parties hereto are as follows: 00-0000000 (the Company); and 00-0000000 (Planet Hollywood). (b) At the Closing, the Deposit shall be duly accounted paid by Escrow Agent to or as directed by the Company. Interest earned on the Deposit shall be credited against the Cash Balance. (c) If for any reason the Closing does not occur, then Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from the Company and Planet Hollywood or a final judgment of a court having jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Deposit with the clerk of any federal or state court sitting in accordance with the State of New York or a court having jurisdiction in the county in which the Property is located. Escrow Agent shall give written notice of such deposit to the Company and Planet Hollywood. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. (d) The parties acknowledge that Escrow Agent (i) is acting solely as a stakeholder at their request and for their convenience, (ii) shall not be deemed to be the agent of either of the parties and (iii) shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, willful disregard of this AgreementAgreement or involving gross negligence. The escrow agent Company and Planet Hollywood shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent. (e) Escrow Agent shall invest the Deposit in an interest bearing account at Citibank, N. A. Escrow Agent shall not be liable for any action or failure to act taken or made in good faith losses suffered in connection with any such investment and shall have no obligation to obtain the performance best, or otherwise seek to maximize, the rate of its duties hereunder, but interest earned on any such investment. Any fees or charges in connection with such investment shall be liable only for its own willful default paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. (f) Upon any delivery of the amount remaining in escrow as provided in Sections 3.2(b) or misconduct. Purchaser and Seller agree to indemnify and hold harmless the escrow agent from any loss3.2(c) above, damage, Escrow Agent shall be relieved of all liability, cost responsibility or expense (including reasonable attorneys' fees and expenses) obligation with respect to or arising out of the escrow or under this Agreement. Escrow Agent shall not be bound by any modification to this Section 3.2 unless Escrow Agent shall have agreed to such modification in writing. (g) Escrow Agent shall be entitled to rely or act upon any notice, instrument or action taken document believed by it Escrow Agent to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in good faith any notice, instrument or document or the accuracy or due authorization of the execution of any notice, instrument or document. (h) Escrow Agent shall be entitled to retain attorneys of its choice, including itself, in connection with this escrow and Escrow Agent may continue to represent the performance of its duties hereunderCompany and Intell in connection with this Agreement, provided that Purchaser and Seller shall not indemnify the escrow agent against any loss, damage, liability, cost or expense arising out of willful misconduct, gross negligence, fraud or any violation dispute which may arise hereunder or otherwise. (i) Escrow Agent has acknowledged agreement to the foregoing provisions of this Section 3.2 by signing in the terms place indicated on the signature page of this Agreement. Notwithstanding anything contained in this Agreement to the contrary with respect to the obligations of the escrow agent, should any dispute arise with respect to the delivery and/or ownership or right to possession of such amount, the escrow agent shall have no liability to any party hereto for retaining dominion and control over such amount until such dispute shall have been settled: (a) by mutual agreement between the parties; or (b) by final order, decree or judgment by a court of competent jurisdiction in the United States of America (and no such order, decree or judgment shall be deemed to be "final" unless and until the time of appeal has expired and no appeal has been made); and the escrow agent shall make payment of such amount as the parties may have mutually agreed or in accordance with such final order, decree or judgment. In no event shall the escrow agent be under any duty whatsoever to institute or defend any such proceeding. The Title Company may resign as escrow agent hereunder, in its sole discretion, by giving twenty-four (24) hours' written notice to Purchaser and Seller. If Purchaser and Seller are unable to agree on a substitute escrow agent within forty-eight (48) hours after such notice, the Title Company may transfer the Deposit, subject to the terms of this Agreement, to any bank with offices in Boston, Massachusetts having capital of not less than $50,000,000.00 or, the Title Company may transfer the Deposit to any Court with jurisdiction over the matter. Notwithstanding anything to the contrary in this Agreement, at Purchaser's written request made any time before the Due Diligence Expiration Date, and without the need for any confirmation or direction from Seller and without regard to any contrary instructions that may be given by or on behalf of Seller, the Title Company shall promptly return the Deposit (and all interest thereon) to Purchaser.