America Online 2010 Annual Report Download - page 138

3.1.1 Deposit. Within one (1) business day after the Effective Date, Purchaser shall deliver a deposit of SEVEN MILLION FIVE HUNDRED
THOUSAND AND 00/100 DOLLARS ($7,500,000.00) (together with any interest accrued thereon, the "Deposit"), in cash or other immediately
available funds, to Commonwealth Land Title Insurance Company (the "Escrow Agent") at its office at 1015 15th Street, N.W., Suite 300,
Washington, DC 20005, Attention: David P. Nelson, as an earnest money deposit pursuant to the terms of this Agreement. The Escrow Agent
shall give written notice of its receipt of the Deposit to Seller.
3.1.2 Handling of Deposit. The Escrow Agent shall place the Deposit in the Fidelity Treasury Only Fund through Banc of America Securities LLC (the
"Depository"). Seller and Purchaser expressly consent to this fund. Purchaser's federal tax identification number shall be utilized in opening the
investment. In no event shall Escrow Agent incur any liability for levies by taxing authorities based upon the taxpayer identification number
provided to Escrow Agent and used to establish the Escrow Account. The interest from such Deposit shall accrue for the benefit of Purchaser,
unless the Deposit is paid to Seller pursuant to a default of this Agreement by Purchaser. Any and all payments made by the Escrow Agent from
the Deposit shall be made in accordance with this Section 3. Escrow Agent shall have no liability in the event of failure, insolvency or inability of
the Depository to pay such funds, or accrued interest upon demand or withdrawal.
3.1.3 Limited Refund of Deposit. Once delivered to the Escrow Agent, the Deposit is nonrefundable to Purchaser except as specified in the following
sentences or as otherwise provided in Section 10.1. If Purchaser delivers a written notice to Escrow Agent indicating that this Agreement has
been terminated by Purchaser due to Seller's default hereunder or pursuant to Section 5.1 (Conditions Precedent to Purchaser's Obligations) or
Article 9 (Damage, Destruction and Condemnation) and requesting release of the Deposit to Purchaser ("Purchaser Disbursement Notice"),
Escrow Agent shall deliver a copy of such Purchaser Disbursement Notice to Seller. Unless Seller delivers a written notice to Escrow Agent
objecting to the release of the Deposit from escrow (a "Seller Objection Notice") within five (5) business days after receipt of such Purchaser
Disbursement Notice, Escrow Agent shall disburse the Deposit to Purchaser. If Seller delivers a Seller Objection Notice within such five
(5) business day period, Escrow Agent shall continue to hold the Deposit until otherwise directed by either (i) joint written instructions from
Purchaser and Seller or (ii) a court order binding on the Escrow Agent which has not been stayed or vacated before disbursement of the Deposit.
3.1.4 Disposition of Deposit at Closing. In the event this transaction closes as contemplated by this Agreement, the Deposit shall be released to Seller
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