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escrow agreement (replacement property) by notifying Interstate
in writing of the identity of any such property, OIP did not
comply with that requirement.
Although the escrow agreement required Interstate, upon
identification by OIP of a replacement property, to execute with
the owner of such property an assignable contract to purchase it
(provided that Interstate's total potential liability on default
under such a contract did not exceed an amount payable with
respect to such property that was equal to the "Agreed Amount" as
defined in paragraph 5(e) of the escrow agreement), Interstate
did not comply with that requirement with respect to at least
three of the four replacement properties that were ultimately
purchased by OIP with a portion of the escrow fund. Instead, OIP
acquired at least those three properties through preexisting
contracts in its own name or without any contract at all.
The escrow agreement did not permit any withdrawals to be
made from the escrow fund except (1) to pay for any replacement
property acquired by OIP; (2) to pay OIP the "Agreed Amount" as
defined in paragraph 5(e)(1) of the escrow agreement within three
business days after Interstate received written notice from OIP
that OIP did not identify all or any of the replacement property
within 45 days after July 26, 1990;5 (3) to pay OIP no later than
5The escrow agreement required such written notice by OIP to
Interstate to be made at any time after the expiration of that
45-day period.
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