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goods, or services, to or for the benefit of a Prohibited Person, or (bb) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. The provisions of this Section shall survive the Closing or termination of this Agreement. ARTICLE XIII ESCROW TERMS The Escrow Agent [and, if different, the Title Company, after the Deposit is transmitted to it (in which case the Title Company shall be deemed to be the Escrow Agent)] shall hold the Deposit in escrow on the following terms and conditions: (a) The Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, in accordance with the provisions of this Agreement. (b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon the Escrow Agent shall be sent by United States mail, registered or certified, return receipt requested, postage prepaid, or overnight courier service, for next day delivery, to the address set forth in Section 1.1 of this Agreement, or served personally upon the Escrow Agent with receipt acknowledged in writing by the Escrow Agent. Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 12.8 of this Agreement. (c) If the Escrow Agent shall have received notice signed by either party advising that litigation between the parties over entitlement to the Deposit has been commenced (along with evidence of the commencement of such litigation, and information sufficient for the Escrow Agent to identify and describe the litigation), the Escrow Agent shall, on demand of either party, interplead the Deposit with the clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its duties hereunder or if the Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Escrow Agent of such action described, the Escrow Agent shall be released of and from all liability hereunder as escrow agent. (d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Escrow Agent's gross negligence or willfulmisconduct. Escrow Agent shall not be liable for any acts taken in good faith but only for its intentional misconduct or gross negligence. MIAMI 2957652.8 79037f33274 21