TRUE ESCROW. For accounts designated as “True Escrow”, being those accounts wherein original documents are delivered to NCCI for distribution upon satisfaction of the contingencies set forth therein, the parties hereto understand that, upon acceptance by NCCI, the delivery of the original documents identified herein is irrevocable, except as expressly set forth herein. Such delivery is binding upon the SELLER/HOLDER, their heirs, successors, representatives and/or assigns. NCCI makes no representations or warranties as to the adequacy of the documents delivered to its control. If the interest of any party is conveyed, sold, assigned or otherwise transferred, the new holder shall promptly execute and deliver to NCCI such document as are necessary to meet the intent of the escrow.
TRUE ESCROW. The parties hereby acknowledge and agree that the escrow established by this Agreement constitutes a “true” escrow so as to, upon establishment on the date hereof, divest Aquila of all of its title, ownership, dominion and control over the Escrow Funds and the Escrow Account, with any entitlement of Aquila therein being solely in the remainder of such Escrow Funds, if any, distributable to Aquila pursuant to Section 4(d) above. The parties further acknowledge and agree that there are no unperformed obligations of Chubb or Aquila under this Agreement and that this Agreement cannot and shall not be construed as an “executory contract” as that term is used in Title 11 of the United States Code.
