CASH ESCROW AGREEMENT - Laserfiche WebLink

If Buyer purchases the Northern Property, or if Buyer does not purchase Segment 7 as allowed by the Purchase Agreement but purchases the balance of the Northern Property (i.e., Segments 8. 9 and 10), the Escrow Agent shall release to Buyer the Escrow Property. If condition (a) of Section 1.4 of the Purchase Agreement has not been satisfied and Buyer elects not to purchase Segment 7 as allowed by the Purchase Agreement but Buyer does not purchase the balance of the Northern Property, the Escrow Agent shall release to Seller $843,625 and shall release to Buyer the difference between the Escrow Property and $843,625. If condition (a) of Section 1.4 of the Purchase Agreement has been satisfied and Buyer does not purchase the Northern Property, the Escrow Agent shall release $1,000,000 to Seller and shall release to Buyer the difference between the Escrow Property and $1,000,000. [n any event, Seller and Buyer must jointly notify and authorize the Escrow Agent in writing the teens of the release of the Escrow Property. Section 4. Investment of Funds If the Escrow Agent shall have received specific written investment instruction from Buyer (which shall include instruction as to term to maturity, if applicable), on a timely basis, the Escrow Agent shall invest the Escrow Property in Eligible Investments, pursuant to and as directed in such instruction. "Eligible Investments" shall mean (i) obligations issued or guazanteed by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof); (ii) obligations (including certificates of deposit and banker's acceptances) of any domestic commercial bank having capital and surplus in excess of $500,000,000; (iii) repurchase obligations for underlying securities of the type described in clause (i); (iv) investment in the Escrow Agent's Money Market Account, which is FDIC Insured; (v) First American Treasury Obligations Fund Class D . If otherwise qualified, obligations of the Escrow Agent or any of its affiliates shall qualify as Eligible Investments. Escrow Agent Not Responsible For Investment Decisions. Absent its timely receipt of such specific written investment instruction from the Buyer, the Escrow Agent shall have no obligation or duty to invest (or otherwise pay interest on) the Escrow Property; provided, however, that in the event the Escrow Agent shall not have received such written investment instruction, the Escrow Agent shall be authorized to invest any of the Escrow Property in the Escrow Agent's Money Market Account, until such investment instruction is received. All earnings received from the investment of the Escrow Property shall be credited to, and shall become a pazt of, the Escrow (and any losses on such investments shall be debited to the Escrow Account). The Escrow Agent shall have no liability for any investment losses, including without limitation any market loss on any investment liquidated prior to maturity in order to make a payment required hereunder. Certification of Taxpayer Identification Number. The Buyer shall provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 (or Form W-8 BEN, in case of non-U.S. persons) to the Escrow Agent upon the execution and delivery of this Agreement.