8. EFFECTIVENESS
This Escrow Agreement will automatically become effective as soon as the BUYER will have paid the Escrow Amount into the Escrow Account.
9. MISCELLANEOUS PROVISIONS
9.1. Late Payment Interest
Interest shall accrue automatically (without any formal notice to pay being required) on any overdue amount under this Escrow Agreement at the interest-rate of % per annum, calculated on the basis of a year of 365 days, from the due date up to the date of payment (whether before or after judgment).
9.2. Entire Agreement
This Escrow Agreement represents the entire understanding and agreement among the Parties with respect to the subject matter thereof and supersedes and replaces any and all prior negotiations, arrangements and understandings, whether or not in writing, between the Parties with respect to the subject matter of the Escrow Agreement. This Escrow Agreement may not be amended or modified except by a written instrument executed by the Parties.