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receive conflicting demands or instructions with respect thereto, Escrow Agent may withhold <br /> disbursement or delivery of the same to either party until Escrow Agent receives either: <br /> (a) Written mutual authorization as described in paragraph 5 above ; or <br /> (b) A non-appealable order from a court of competent jurisdiction that is binding <br /> upon Escrow Agent thereby ordering the delivery and disbursement of the Escrow Funds <br /> and other escrowed funds, if any. <br /> In the event any such dispute results in a substantial delay in the performance of the remediation <br /> described herein, the time for completion of such remediation efforts shall be extended by the <br /> same length of time as the delay caused by the dispute. <br /> 7 .A. Interpleader. In the event of any dispute or conflicting demands or instructions, or <br /> disagreement regarding the interpretation of this Escrow Agreement, or regarding the rights and <br /> obligations or the propriety of any action contemplated by Escrow Agent hereunder, Escrow <br /> Agent may, at its sole discretion, file an action in interpleader in the Circuit Court in and for <br /> Indian River County, Florida, or in such other court in said county and state having competent <br /> jurisdiction over the matter for a determination as to the proper disposition of the Escrow Funds <br /> and other escrowed funds , if any , and, further, to petition to deposit the Escrow Funds and other <br /> escrowed funds, if any, into the registry of such court. If Escrow Agent files an action in <br /> interpleader, as aforesaid , or is joined as a party to any judicial or quasi-judicial proceeding as <br /> the result of it serving as Escrow Agent hereunder, Buyer and Seller, jointly and severally, agree <br /> to indemnify and hold Escrow Agent harmless from any and all liability, costs, expenses, and <br /> attorneys fees, at trial and appellate level , that Escrow Agent incurs in prosecuting or defending <br /> any such proceedings . Buyer' s indemnification hereunder shall be limited to the extent <br /> permitted under applicable Florida law . <br /> 7 .B. Buyer acknowledges that Escrow Agent is Seller' s attorney and that Escrow Agent may <br /> continue to represent Seller throughout the term of the Escrow, including through any litigation <br /> or appeals. <br /> 8 . Release of Liability . Escrow Agent shall not be liable for any mistakes of fact or errors <br /> in judgment, or any acts or omissions of any kind, unless caused by its willful misconduct or <br /> gross negligence . Buyer and Seller jointly and severally agree to release and indemnify and hold <br /> Escrow Agent harmless from any and all claims, demands, causes of action, liability, damages, <br /> judgments, including the reasonable costs of defending any action against it, together with any <br /> reasonable attorneys ' fees incurred therewith, in connection with Escrow Agent ' s undertaking <br /> pursuant to this Escrow Agreement, unless such act or omission is a result solely of the willful <br /> misconduct or gross negligence of Escrow Agent, including but not limited to any action in <br /> interpleader brought by the Escrow Agent. Buyer ' s indemnification hereunder shall be limited to <br /> the extent permitted under applicable Florida law . <br /> 9 . Reliance on Documents . Escrow Agent may act in reliance upon any writing or <br /> instrument or signature which it, in good faith, believes to be genuine, may assume the validity <br /> and accuracy of any statements or assertions contained in such writing or instrument, and may <br /> assume that persons purporting to give any writing, notice or instruction in connection with the <br /> provisions hereof has been duly authorized to do so . Escrow Agent shall not be liable in any <br /> 4 <br />