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ESCROW AGREEMENT <br /> THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into as ofthis <br /> _ day of May 2005 by and among Indian River County, a political subdivision of the State of <br /> Florida ("Buyer"), Edmund N. Ansin, Trustee and RO-ED Corporation , (" Seller") <br /> (Buyer and Seller are from time to time collectively referred to as "Principal(s)"), and the law firm of <br /> Milledge & Iden ("Escrow Agent") . <br /> RECITALS <br /> 1 . Buyer and Seller entered into that certain Agreement to Purchase and Sell Real Estate <br /> dated May 2005 , (the "Purchase Agreement") with respect to the sale and purchase of the <br /> Property (as defined in the Purchase Agreement) . <br /> 2 . In order to complete the sale and purchase of the Property by Buyer and Seller, the <br /> Principals desire that Escrow Agent hold the closing documents required by Addendum A of the <br /> Purchase Agreement (the "Closing Documents") and the "Purchase Price" in the gross amount of <br /> Dollars <br /> ($ }, as such amount may be adjusted with respect to closing costs as set <br /> forth in the Agreement. The Closing Documents and Purchase Price are from time to time <br /> collectively referred to as the "Escrowed Property. " <br /> 3 . Escrow Agent has agreed to act as escrow agent for the Escrowed Property on the <br /> terms and conditions now about to be set forth. <br /> NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and <br /> other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the <br /> parties hereto, intending to be legally bound, agree as follows : <br /> L Escrow. <br /> 1 . 1 . Escrow Agent agrees to hold all of the Escrowed Property in escrow subject <br /> to the terms and conditions contained in this Escrow Agreement . The provisions of this Escrow <br /> Agreement shall control in the event of any conflict between the provisions hereof and the provisions <br /> of the Purchase Agreement . Any terms not defined herein shall have the meaning ascribed to them in <br /> the Purchase Agreement . <br /> 1 . 2 . Escrow Agent shall deposit the Purchase Price in an interest bearing escrow <br /> account . Any interest earned on the Purchase Price while held in escrow shall accrue to the benefit of <br /> Buyer and shall be disbursed to Buyer upon the release of the Escrowed Property . <br /> 1 <br />