America Online 2010 Annual Report Download - page 139

on the Closing Date (as defined below) and credited against the Purchase Price.
3.1.5 Other Disposition of Deposit. If Seller delivers a written notice to Escrow Agent indicating that this Agreement has been terminated and
requesting release of the Deposit to Seller ("Seller Disbursement Notice"), Escrow Agent shall deliver a copy of such Seller Disbursement
Notice to Purchaser. Unless Purchaser delivers a written notice to Escrow Agent objecting to the release of the Deposit from escrow (a
"Purchaser Objection Notice") to Seller within five (5) business days after receipt of such Seller Disbursement Notice, Escrow Agent shall
disburse the Deposit to Seller. If Purchaser delivers a Purchaser 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.
3.2 Escrow Provisions.
3.2.1 Actions of Escrow Agent. If the Deposit is disbursed by the Escrow Agent in accordance with the provisions of Section 3.1.3 or Section 3.1.5,
the Escrow Agent shall give written notice of any such disbursement to Purchaser and Seller. Upon such disbursement in accordance with the
provisions of Section 3.1.3 or Section 3.1.5 the Escrow Agent shall be relieved and discharged of all further obligations with respect to the
amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations with respect thereto
under this Agreement, except for its obligation to pay interest actually earned on the Deposit prior to such deposit or other disbursement. The
Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, consent or request
furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Escrow
Agent may assume that the person signing the same holds the office indicated and is duly authorized to act on behalf of the party for whom he or
she is acting. In performing its obligations hereunder, the Escrow Agent may conclusively presume that any officer of any party hereto has full
power and authority to instruct the Escrow Agent on behalf of that party, unless written notice to the contrary is delivered to the Escrow Agent
prior to its reliance on such presumption. The Escrow Agent may rely upon any order, judgment, certification, demand or other writing delivered
to it without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court. In the event of any dispute
or doubt as to the genuineness of a Disbursement Notice or an Objection Notice, the Escrow Agent shall continue to hold the Deposit until
otherwise directed by either: (i) joint written instructions from Purchaser and Seller;
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