Common use of General Escrow Provisions Clause in Contracts

General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing. (b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s actual and intentional misconduct or gross negligence. (c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company against any and all Liabilities incurred by Escrow Company (except to the extent the Escrow Company willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company in any way on account of its role as Escrow Company. (g) Escrow Company in its sole discretion shall have the right to resign as Escrow Company under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen (15) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this Agreement. (h) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (i) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, counsel, associates, employees, affiliates and agents. (j) All of Escrow Company’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.

General Escrow Provisions. The obligations and rights of the Escrow Company Agent under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow CompanyAgent. Further, Escrow Company Agent shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company Agent is provided with a copy of such document and consents thereto in writing. (b) Escrow Company Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company Agent in good faith, or for any mistake of fact or law, or for anything which Escrow Company Agent may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow CompanyAgent’s actual and intentional misconduct or gross negligence. (c) Escrow Company Agent shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company Agent by either Purchaser or Seller Sellers and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow CompanyAgent. Escrow Company Agent may rely on any affidavit of either Purchaser or Seller Sellers or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller Sellers shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Seller Sellers together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company Agent until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller Sellers and Purchaser from Escrow Company Agent of its intention to so disburse, and disbursement made by Escrow Company Agent after the passage of such three (3) Business Day period shall relieve Escrow Company Agent from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller Sellers or Purchaser. If such disbursement is objected to in writing by Seller Sellers or Purchaser within such three (3) Business Day period, then Escrow Company Agent shall not make such disbursement until unanimously instructed in writing by Purchaser and SellerSellers, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller Sellers resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company Agent or any other party may initiate, it being understood and agreed by Purchaser and Seller Sellers that Escrow Company Agent has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller Sellers mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company Agent shall not be or become liable to a party, party or (iii) by written settlement between Purchaser and SellerSellers. (f) Purchaser and Seller Sellers each agree to jointly and severally indemnify and hold harmless Escrow Company Agent against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company Agent (except to the extent the Escrow Company Agent willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller Sellers under this Agreement or otherwise incurred by Escrow Company Agent in any way on account of its role as Escrow CompanyAgent, except that neither Purchaser nor Sellers shall have any obligation to pay Escrow Agent any fee for escrow services hereunder. (g) Escrow Company Agent in its sole discretion shall have the right to resign as the Escrow Company Agent under this Agreement, ; provided that it shall provide both Purchaser and Seller Sellers with at least fifteen thirty (1530) days prior written notice of such resignation pursuant to the notice provisions of this AgreementSection 20. Upon any such resignation, Escrow Company Agent shall transfer the Deposit and any other amounts held by Escrow Company including paid under this Agreement and any interest earned thereon to a successor Escrow Company Agent jointly approved by Purchaser and SellerSellers, whereupon the original Escrow Company Agent shall have no further obligation or liability whatsoever as Escrow Company Agent under this Agreement. (h) The parties hereby acknowledge and agree that Federal Deposit Insurance for the Deposit, if any, is limited to a cumulative maximum amount of One Hundred Thousand Dollars ($100,000.00) for each individual depositor for all of the depositor’s accounts at the same or related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all by Federal Deposit Insurance. The parties acknowledge and agree that Escrow Company Agent shall have no obligation or liability with respect to insuring the Deposit or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the Deposit. Further, the parties understand that Escrow Agent assumes no responsibility for, nor will the parties hold the same liable for, any loss occurring which arises from the fact that (x) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor’s account or accounts to exceed One Hundred Thousand Dollars ($100,000.00), (y) that this excess amount is not insured by the Federal Deposit Insurance Corporation or (z) that Federal Deposit Insurance is not available on certain types of bank instruments. (i) Escrow Agent may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company Agent of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company Agent for such interpleader action shall be paid by the losing party in such interpleader action. (ij) The rights and immunities of Escrow Company Agent hereunder shall apply equally to its partners, of counsel, associates, employees, affiliates Affiliates and agents. (jk) All of Escrow CompanyAgent’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company paid under this Agreement as set forth above. (l) Promptly after execution of this Agreement, the parties hereto shall deliver one (1) fully executed copy of this Agreement to Escrow Agent and this instrument shall serve as the escrow instructions to Escrow Agent for consummation of the purchase and sale contemplated hereby. Sellers and Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to Escrow Agent to comply with the terms of this Agreement.

General Escrow Provisions. The obligations and rights of the Escrow Company Agent under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow CompanyAgent. Further, Escrow Company Agent shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company Agent is provided with a copy of such document and consents thereto in writing. (b) Escrow Company Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company Agent in good faith, or for any mistake of fact or law, or for anything which Escrow Company Agent may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow CompanyAgent’s actual and intentional misconduct misconduct, fraud or gross negligence. (c) Escrow Company Agent shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company Agent by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow CompanyAgent. Escrow Company Agent may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company Agent until the third fifth (3rd5th) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company Agent of its intention to so disburse, and disbursement made by Escrow Company Agent after the passage of such three five (35) Business Day period shall relieve Escrow Company Agent from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three five (35) Business Day period, then Escrow Company Agent shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. Notwithstanding anything to contrary contained herein, the five (5) Business Day requirement referred to above in this Section 13(d) shall not apply to a disbursement of the Deposit at Closing. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company Agent or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company Agent has authority (but not the obligation) to initiate such proceedings), or ) (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company Agent shall not be or become liable to a party, party or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company Agent against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company Agent (except to the extent the Escrow Company Agent willfully disregards any provision of this Agreement to which it is boundbound or engages in fraudulent acts) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company Agent in any way on account of its role as Escrow CompanyAgent, except that neither Purchaser nor Seller shall have any obligation to pay Escrow Agent any fee for escrow services hereunder. (g) Escrow Company Agent in its sole discretion shall have the right to resign as the Escrow Company Agent under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen thirty (1530) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this AgreementSection 12. (h) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (i) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, counsel, associates, employees, affiliates and agents. (j) All of Escrow Company’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.

General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing. (b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s actual and intentional misconduct or gross negligence. (c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company against any and all Liabilities incurred by Escrow Company (except to the extent the Escrow Company willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company in any way on account of its role as Escrow Company. (g) Escrow Company in its sole discretion shall have the right to resign as Escrow Company under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen (15) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this Agreement. (h) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (i) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, counsel, associates, employees, affiliates and agents. (j) All of Escrow Company’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.. ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 ACTIVE/85506504.17 LEGAL_US_W # 85494519.11

General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing. (b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s 's actual and intentional misconduct or gross negligence. (c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made U-44 by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. Notwithstanding anything to the contrary set forth above, no such notice by Escrow Company shall be given and no notice of objection may or shall be given by Seller in the event Purchaser terminates this Agreement as set forth in Section 4.04, and in such event Escrow Company shall promptly pay the Deposit together with all interest thereon to Purchaser. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company (except to the extent the Escrow Company willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company in any way on account of its role as Escrow Company. (g) Escrow Company in its sole discretion shall have the right to resign as Escrow Company under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen thirty (1530) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this Agreement. (h) The parties hereby acknowledge and agree that Federal Deposit Insurance for the Deposit, if any, is limited to a cumulative maximum amount of $100,000 for each individual depositor for all of the depositor's accounts at the same or related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all U-45 by Federal Deposit Insurance. The parties acknowledge and agree that Escrow Company shall have no obligation or liability with respect to insuring the Deposit or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the Deposit. Further, the parties understand that Escrow Company assumes no responsibility for, nor will the parties hold the same liable for, any loss occurring which arises from the fact that (x) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor's account or accounts to exceed $100,000, (y) that this excess amount is not insured by the Federal Deposit Insurance Corporation, or (z) that Federal Deposit Insurance is not available on certain types of bank instruments. (i) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ ' fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (ij) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, of counsel, associates, employees, affiliates and agents. (jk) All of Escrow Company’s 's obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.. [The signature page follows]

General Escrow Provisions. The obligations and rights of the Escrow Company Agent under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow CompanyAgent. Further, Escrow Company Agent shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company Agent is provided with a copy of such document and consents thereto in writing. (b) Escrow Company Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company Agent in good faith, or for any mistake of fact or law, or for anything which Escrow Company Agent may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow CompanyAgent’s actual and intentional misconduct or gross negligence. (c) Escrow Company Agent shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company Agent by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow CompanyAgent. Escrow Company Agent may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company Agent until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company Agent of its intention to so disburse, and disbursement made by Escrow Company Agent after the passage of such three (3) Business Day period shall relieve Escrow Company Agent from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company Agent shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company Agent or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company Agent has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company Agent shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company Agent against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company Agent (except to the extent the Escrow Company Agent willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company Agent in any way on account of its role as Escrow CompanyAgent, except that neither Purchaser nor Seller shall have any obligation to pay Escrow Agent any fee for escrow services hereunder. (g) Escrow Company Agent in its sole discretion shall have the right to resign as the Escrow Company Agent under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen thirty (1530) days prior written notice of such resignation pursuant to the notice provisions of this AgreementSection 12.7. Upon any such resignation, Escrow Company Agent shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company Agent jointly approved by Purchaser and Seller, whereupon the original Escrow Company Agent shall have no further obligation or liability whatsoever as Escrow Company Agent under this Agreement. (h) The parties hereby acknowledge and agree that Federal Deposit Insurance for the Deposit, if any, is limited to a cumulative maximum amount of One Hundred Thousand Dollars ($100,000.00) for each individual depositor for all of the depositor’s accounts at the same or related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all by Federal Deposit Insurance. The parties acknowledge and agree that Escrow Company Agent shall have no obligation or liability with respect to insuring the Deposit or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the Deposit. Further, the parties understand that Escrow Agent assumes no responsibility for, nor will the parties hold the same liable for, any loss occurring which arises from the fact that (x) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor’s account or accounts to exceed One Hundred Thousand Dollars ($100,000.00), (y) that this excess amount is not insured by the Federal Deposit Insurance Corporation or (z) that Federal Deposit Insurance is not available on certain types of bank instruments. (i) Escrow Agent may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company Agent of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company Agent for such interpleader action shall be paid by the losing party in such interpleader action. (ij) The rights and immunities of Escrow Company Agent hereunder shall apply equally to its partners, of counsel, associates, employees, affiliates Affiliates and agents. (jk) All of Escrow CompanyAgent’s obligations under this Agreement other than as provided herein shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.

General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this 63 Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing. (b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s actual and intentional misconduct or gross negligence. (c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company against any and all Liabilities incurred by Escrow Company (except to the extent the Escrow Company willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser 64 and Seller under this Agreement or otherwise incurred by Escrow Company in any way on account of its role as Escrow Company. (g) Escrow Company in its sole discretion shall have the right to resign as Escrow Company under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen (15) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this Agreement. (h) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (i) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, counsel, associates, employees, affiliates and agents. (j) All of Escrow Company’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.. [The signature page follows]

General Escrow Provisions. The obligations and rights of the Escrow Company under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow Company. Further, Escrow Company shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company is provided with a copy of such document and consents thereto in writing. (b) Escrow Company shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company in good faith, or for any mistake of fact or law, or for anything which Escrow Company may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow Company’s actual and intentional misconduct or gross negligence. (c) Escrow Company shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow Company. Escrow Company may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company shall pay the same to Purchaser, including all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company of its intention to so disburse, and disbursement made by Escrow Company after the passage of such three (3) Business Day period shall relieve Escrow Company from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company against any and all Liabilities incurred by Escrow Company (except to the extent the Escrow Company willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company in any way on account of its role as Escrow Company. (g) Escrow Company in its sole discretion shall have the right to resign as Escrow Company under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen (15) days written notice of such resignation pursuant to the notice provisions of this Agreement. Upon any such resignation, Escrow Company shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company jointly approved by Purchaser and Seller, whereupon the original Escrow Company shall have no further obligation or liability whatsoever as Escrow Company under this Agreement. (h) Escrow Company may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company for such interpleader action shall be paid by the losing party in such interpleader action. (i) The rights and immunities of Escrow Company hereunder shall apply equally to its partners, counsel, associates, employees, affiliates and agents. (j) All of Escrow Company’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.

General Escrow Provisions. 13.1 The obligations and rights of the Escrow Company Agent under this Agreement shall be subject to the following terms and conditions: (a) 13.1.1 The duties and obligations of Escrow Company Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow CompanyAgent. Further, Escrow Company Agent shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company Agent is provided with a copy of such document and consents thereto in writingwriting (other than the Escrow Agreement, which Escrow Agent acknowledges it has been provided a copy of contemporaneously herewith). (b) 13.1.2 Escrow Company Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company Agent in good faith, or for any mistake of fact or law, or for anything which Escrow Company Agent may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow CompanyAgent’s actual and intentional misconduct or gross negligence. (c) 13.1.3 Escrow Company Agent shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company Agent by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow CompanyAgent. Escrow Company Agent may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) 13.1.4 If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company Agent until the third fifth (3rd5th) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company Agent of its intention to so disburse, and disbursement made by Escrow Company Agent after the passage of such three five (35) Business Day period shall relieve Escrow Company Agent from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three five (35) Business Day period, then Escrow Company Agent shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. Notwithstanding anything to contrary contained herein, the five (5) Business Day requirement referred to above in this Section 13.1.4 shall not apply to a disbursement of the Deposit at Closing. (e) 13.1.5 In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company Agent or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company Agent has authority (but not the obligation) to initiate such proceedings), or ) (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company Agent shall not be or become liable to a party, party or (iii) by written settlement between Purchaser and Seller. (f) 13.1.6 Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company Agent against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company Agent (except to the extent the Escrow Company Agent willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company Agent in any way on account of its role as Escrow CompanyAgent, except that neither Purchaser nor Seller shall have any obligation to pay Escrow Agent any fee for escrow services hereunder. (g) 13.1.7 Escrow Company Agent in its sole discretion shall have the right to resign as the Escrow Company Agent under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen thirty (1530) days prior written notice of such resignation pursuant to the notice provisions of this AgreementSection 14.3. Upon any such resignation, Escrow Company Agent shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company Agent jointly approved by Purchaser and Seller, whereupon the original Escrow Company Agent shall have no further obligation or liability whatsoever as Escrow Company Agent under this Agreement. 13.1.8 The Deposit shall be invested in a money market account or federally-insured savings account selected by Purchaser and reasonably approved by Seller. The parties hereby acknowledge and agree that Federal Deposit Insurance for the Deposit, if any, is limited to a cumulative maximum amount of $250,000.00 for each individual depositor for all of the depositor’s accounts at the same or related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all by Federal Deposit Insurance. The parties acknowledge and agree that Escrow Agent shall have no obligation or liability with respect to insuring the Deposit or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the Deposit. Further, the parties understand that Escrow Agent assumes no responsibility for, nor will the parties hold the same liable for, any loss occurring which arises from the fact that (hx) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor’s account or accounts to exceed $250,000.00, (y) that this excess amount is not insured by the Federal Deposit Insurance Corporation or (z) that Federal Deposit Insurance is not available on certain types of bank instruments. 13.1.9 Escrow Company Agent may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company Agent of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company Agent for such interpleader action shall be paid by the losing party in such interpleader action. (i) 13.1.10 The rights and immunities of Escrow Company Agent hereunder shall apply equally to its partners, of counsel, associates, employees, affiliates Affiliates and agents. (j) 13.1.11 All of Escrow CompanyAgent’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.

General Escrow Provisions. The obligations and rights of the Escrow Company Agent under this Agreement shall be subject to the following terms and conditions: (a) The duties and obligations of Escrow Company Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be implied against Escrow CompanyAgent. Further, Escrow Company Agent shall be under no obligation to refer to any other document between or among Purchaser and Seller referred to in or related to this Agreement, unless Escrow Company Agent is provided with a copy of such document and consents thereto in writing. (b) Escrow Company Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by Escrow Company Agent in good faith, or for any mistake of fact or law, or for anything which Escrow Company Agent may do or refrain from doing in connection herewith, unless caused by or arising out of Escrow CompanyAgent’s actual and intentional misconduct or gross negligence. (c) Escrow Company Agent shall be entitled to rely, and shall be protected in acting in reliance, upon any writing furnished to Escrow Company Agent by either Purchaser or Seller and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to Escrow CompanyAgent. Escrow Company Agent may rely on any affidavit of either Purchaser or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (d) If Seller shall become entitled to retain or receive the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Seller together with all interest earned thereon and if Purchaser shall become entitled to a return of the Deposit or other amount paid under this Agreement, Escrow Company Agent shall pay the same to Purchaser, including Purchaser together with all interest earned thereon; provided, however, that no disbursement pursuant to this subsection shall be made by Escrow Company Agent until the third (3rd) Business Day following the receipt or deemed receipt of notice by Seller and Purchaser from Escrow Company Agent of its intention to so disburse, and disbursement made by Escrow Company Agent after the passage of such three (3) Business Day period shall relieve Escrow Company Agent from all liability in connection with such disbursement unless such disbursement is proscribed by order of a court of competent jurisdiction or objected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaser within such three (3) Business Day period, then Escrow Company Agent shall not make such disbursement until unanimously instructed in writing by Purchaser and Seller, or is directed to make such disbursement by a court of competent jurisdiction. Notwithstanding anything to the contrary set forth above, no such notice by Escrow Agent shall be given and no notice of objection may or shall be given by Seller in the event Purchaser terminates this Agreement as set forth in Section 5.2, and in such event Escrow Agent shall promptly pay the Deposit together with all interest thereon to Purchaser. (e) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, Escrow Company Agent shall refuse to comply with the claims or demands of either party until such disagreement is finally resolved (i) by a court of competent jurisdiction (in proceedings which Escrow Company Agent or any other party may initiate, it being understood and agreed by Purchaser and Seller that Escrow Company Agent has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event that Purchaser and Seller mutually and jointly determine to submit the dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association, and in so doing Escrow Company Agent shall not be or become liable to a party, or (iii) by written settlement between Purchaser and Seller. (f) Purchaser and Seller each agree to jointly and severally indemnify and hold harmless Escrow Company Agent against any and all Liabilities losses, liabilities, costs (including legal fees) and other expenses in any way incurred by Escrow Company Agent (except to the extent the Escrow Company Agent willfully disregards any provision of this Agreement to which it is bound) in connection with or as a result of any disagreement between Purchaser and Seller under this Agreement or otherwise incurred by Escrow Company Agent in any way on account of its role as Escrow CompanyAgent, except that neither Purchaser nor Seller shall have any obligation to pay Escrow Agent any fee for escrow services hereunder. (g) Escrow Company Agent in its sole discretion shall have the right to resign as Escrow Company Agent under this Agreement, provided that it shall provide both Purchaser and Seller with at least fifteen thirty (1530) days written notice of such resignation pursuant to the notice provisions of Section 11.7 of this Agreement. Upon any such resignation, Escrow Company Agent shall transfer the Deposit and any other amounts held by Escrow Company including any interest earned thereon to a successor Escrow Company Agent jointly approved by Purchaser and Seller, whereupon the original Escrow Company Agent shall have no further obligation or liability whatsoever as Escrow Company Agent under this Agreement. (h) The parties hereby acknowledge and agree that Federal Deposit Insurance for the Deposit, if any, is limited to a cumulative maximum amount of $100,000 for each individual depositor for all of the depositor’s accounts at the same or related institution. The parties further hereby acknowledge and agree that certain banking instruments such as, but not limited to, repurchase agreements and letters of credit, are not covered at all by Federal Deposit Insurance. The parties acknowledge and agree that Escrow Company Agent shall have no obligation or liability with respect to insuring the Deposit or with respect to the solvency of the depository institution, or otherwise with respect to the appropriateness of the depository institution for purposes of the Deposit. Further, the parties understand that Escrow Agent assumes no responsibility for, nor will the parties hold the same liable for, any loss occurring which arises from the fact that (x) the amount of the account or accounts contemplated hereby may cause the aggregate amount of any individual depositor’s account or accounts to exceed $100,000, (y) that this excess amount is not insured by the Federal Deposit Insurance Corporation, or (z) that Federal Deposit Insurance is not available on certain types of bank instruments. (i) Escrow Agent may pay the Deposit into a court of competent jurisdiction upon commencement by the Escrow Company Agent of an interpleader action in such court. The reasonable out-of-pocket costs and attorneys’ fees of the Escrow Company Agent for such interpleader action shall be paid by the losing party in such interpleader action. (ij) The rights and immunities of Escrow Company Agent hereunder shall apply equally to its partners, of counsel, associates, employees, affiliates and agents. (jk) All of Escrow CompanyAgent’s obligations under this Agreement shall automatically terminate upon disbursing the Deposit and any other amounts held by Escrow Company as set forth above.