3.1. EDSR 03-27-2015 - Laserfiche WebLink

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NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows: 1. Deposit. By its execution of this Agreement, Escrow Agent acknowledges receipt of the Funds from Sportech (the "Escrow ") (whether out of sale proceeds or otherwise) to be held in escrow in accordance with this Agreement. 2. Escrow Account. The Escrow shall be held by the Escrow Agent in a federally insured, interest - bearing account until such time as the funds are disbursed pursuant to this Agreement. All interest accruing on the Escrow shall be added to and become a part of the Escrow. 3. Disbursement of Escrow. Sportech, EDA and Escrow Agent agree that Escrow Agent shall disburse the Escrow in accordance with the following: (a) By Mutual Consent. Notwithstanding any contrary provision herein, all or any portion of the Escrow shall be disbursed by Escrow Agent in accordance with any written directions that may be delivered to Escrow Agent and executed by the duly authorized agents of the EDA and Sportech. (b) To Sportech. Upon the satisfaction of the Job Requirement through April 1, 2016, Sportech and EDA shall cooperate in the delivery of written notice to that effect to Escrow Agent (the "Satisfaction Notice "). The EDA agrees to provide such Satisfaction Notice to Escrow Agent upon such satisfaction. Upon the delivery of the Satisfaction Notice, the Escrow shall be disbursed to Sportech by Escrow Agent. (c) To EDA. In the event that Sportech fails to fulfill the Job Requirement through April 1, 2016, EDA shall be entitled to have Escrow Agent disburse the Escrow to EDA by providing written notice of same to Escrow Agent and Sportech (a "EDA Release Request "). In the event of EDA's delivery of a EDA Release Request, Sportech shall have five (5) business days after its receipt thereof to deliver written notice to EDA and Escrow Agent of Sportech's written objection to EDA's request for release of the Escrow based upon just cause (a "Sportech Objection Notice "). If Sportech does not deliver a Sportech Objection Notice to EDA and Escrow Agent within said five (5) business day period, Escrow Agent shall deliver the Escrow to EDA. If Sportech does deliver a Sportech Objection Notice to EDA and Escrow Agent within said five (5) business day period, Escrow Agent shall continue to hold the Escrow in escrow until entry of a court order, decree or judgment, which is not subject to appeal, to deliver the Escrow to a particular party, in which event the Escrow shall be delivered in accordance with such notice, instruction, order, decree or judgment. 4. Escrow Fee. Sportech shall pay the escrow fee, if any, charged by Escrow Agent. 5. Limitation of Liability. Escrow Agent shall not be deemed to be a party to, or bound by, the Loan Agreement or any other agreement or understanding between EDA and