Reso 2007-1120 - Laserfiche WebLink

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anticipation of the Closing contemplated under this Agrccment, and that the Escrow Funds will earn no interest during such timcs, Seller rcpresents that its corrcct taxpayer idcntification number is 65-1048085. Upon request by the Escrow Agent, Buycr and Seller shall each execute a Payer's Request for Taxpayer Identification Number (IRS Form W-9) and shall dcliver the same to the Escrow Agent. All interest carned on the Option Fee shall be paid to the party to whom the Option Fee is payable undcr this Agreement. Buyer and Seller acknowledge that the Escrow Agent is selving as escrow holder as an accommodation for the parties. The Escrow Agent shall not be liable for any actions or refusal to takc any action undcrtaken in good faith or upon rcliance upon documentation which it believes to be genuine, Unless the Escrow Agent has rcceived written authorization from thc Buyer to pay the Escrow Funds (or a portion thereof) to the Seller or a closing statement or other written instructions as to the disbursement of the Escrow Funds signed by both Buyer and Seller or a final order of a court of compctent jurisdiction dirccting the disbursement of the Escrow Funds, the Escrow Agent shall send to Seller and Buycr noticc of any other proposed disbursemcnt of the Escrow Funds and not disburse such Escrow Funds until tcn (10) days after such notice is sent in order to allow for objections to such proposed disbursemcnt. In the event that the Escrow Agent docs not reccive 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 noticc 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 Agcnt 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 thc Escrow Funds. In such event, the Escrow Agcnt shall be relieved of all liability with respect to the Escrow Funds so dcposited. Seller and Buyer each agree to indemnify and hold thc Escrow Agent harmless from and against any loss or liability (including reasonable attorney's fees and disbursements and court and litigation costs) incmrcd by the Escrow Agent as a result of any dispute regarding the Escrow Funds or in any way arising from the pcrformance of its obligations under this Agrcemcnt 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 holdcr under this Agreement shall not in any way prevent it from reprcsenting 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 makc 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 whcther to exercise the Option, but thc neither the results of any such inspcctions (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 performancc of Buyer's obligations under this Eric Feder 4