Reso 2001-342 - Laserfiche WebLink

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that the Escrow Agent does not receive a written objection to such proposed disbursement within such ten-day period, the Escrow Agent is hereby authorized to disburse the Escrow Funds as set forth in such notice and upon making such disbursement, the Escrow Agent shall be relieved of all liability with respect to the Escrow Funds so disbursed. In the event of any dispute or any doubt on the part of the Escrow Agent regarding the Escrow Funds (or any portion thereof), the Escrow Agent shall have the right to deposit the Escrow Funds (or any portion thereof) into a court of appropriate jurisdiction and all costs to the Escrow Agent in connection therewith shall be assessed against the Escrow Funds. In such event, the Escrow Agent shall be relieved of all liability with respect to the Escrow Funds so deposited. Seller and Buyer each agree to indemnify and hold the Escrow Agent harmless from and against any loss or liability (including reasonable attorney's fees and disbursements and court and litigation costs) incurred by the Escrow Agent as a result of any dispute regarding the Escrow Funds or in any way arising from the performance of its obligations under this Agreement or otherwise with respect to the Escrow Funds, except for the gross negligence or willful misconduct of the Escrow Agent. The fact that the Escrow Agent is acting as escrow holder under this Agreement shall not in any way prevent it from representing Seller with respect to any litigation arising out of this Agreement or from representing Seller in any other capacity. 4. Inspections. Buyer shall have until the Option Acceptance Date, but no later than the Option Expiration Date (the "Inspection Period") to make any inspections it deems necessary, all at Buyer's sole cost and expense. Buyer may in its sole discretion consider the results of such inspections in deciding whether to exercise the Option, but the neither the results of any such inspections (including, without limitation, any of investigations or determinations specifically mentioned in this Section 4) nor any failure of Buyer to perform or obtain the results of any such inspections shall be a condition to the performance of Buyer's obligations under this Agreement nor entitle Buyer to receive a refund of all or any portion of the Option Fee or the Deposit, unless expressly provided for in this Agreement. 4.1 Services and Compliance. During the Inspection Period, Buyer may determine that the Property has adequate services available and that all federal, state, county and local laws, rules and regulations have been and are currently being complied with relative to the Property. 4.2 Environmental. During the Inspection Period, Buyer shall have access to the Property for purposes of conducting any tests upon the Property, including but not limited to, at its sole cost and expense, obtaining and accepting a satisfactory Phase I Environmental Audit, and engineering and topographical studies, as buyer in its sole discretion deems necessary so long as it does not unduly interfere with Lessee's operations; provided, however, that Buyer may not conduct any Phase II environmental assessment or other invasive tests of the Property without the written consent of Seller in each instance. In the event that any inspections and any review of documents conducted by the Buyer relative to the Property during the Inspection Period prove unsatisfactory to the Buyer, Buyer in its sole discretion, shall be entitled to terminate this Agreement by providing written notice to Seller, or elect to proceed to closing as set forth herein prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary, Buyer shall not be entitled to receive a refund of the Option Fee or any other Escrow I-MI/413923.3 5