SO DISTRIBUTED WITHIN FIVE (5) BUSINESS DAYS AFTER
THE ESCROW AGENT'S SURRENDER OF THE CERTIFICATE REPRESENTING THE DISTRIBUTED
ADJUSTMENT ESCROW SHARES.
5.
ESCROW AGENT OBLIGATIONS. THE ESCROW
AGENT'S SOLE OBLIGATION WITH RESPECT TO ANY DISTRIBUTION OF ADJUSTMENT ESCROW
SHARES TO THE BUYER REPRESENTATIVE SHALL BE TO (I) DELIVER THE CERTIFICATE(S)
REPRESENTING SUCH ADJUSTMENT ESCROW SHARES AND ANY RELATED STOCK TRANSFER POWERS
TO THE BUYER REPRESENTATIVE OR THE DESIGNATED STOCK TRANSFER AGENT OF HOLDCO OR
BUYER, AS APPLICABLE, WITH APPROPRIATE INSTRUCTIONS TO ISSUE A NEW CERTIFICATE
IN THE NAME OF THE PARTY OR PARTIES ENTITLED TO SUCH ADJUSTMENT ESCROW SHARES
ALONG WITH
3
PROPER DELIVERY INSTRUCTIONS AND (II) INSTRUCT BUYER OR HOLDCO OR ITS DESIGNATED
STOCK TRANSFER AGENT TO ISSUE A NEW CERTIFICATE TO BE RETURNED TO THE ESCROW
AGENT FOR ANY UNDISTRIBUTED ADJUSTMENT ESCROW SHARES.
THE ESCROW AGENT SHALL
HAVE NO LIABILITY WHATSOEVER FOR ANY ERROR, MISTAKE, DELAY OR FAILURE TO ACT BY
THE BUYER REPRESENTATIVE OR ITS DESIGNATED UNIT TRANSFER AGENT, INCLUDING
WITHOUT LIMITATION ANY ERROR, MISTAKE, DELAY OR FAILURE IN THE DELIVERY OF
ADJUSTMENT ESCROW SHARES.
6.
NO DUTY TO VERIFY.
THE ESCROW AGENT
SHALL HAVE NEITHER THE DUTY NOR THE AUTHORITY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THE FOREGOING INSTRUCTIONS, NOTICES OR CERTIFICATES,
NOR THE GENUINENESS OF THE SIGNATURES THEREON OR THE AUTHORITY OF SUCH
SIGNATORIES TO EXECUTE SUCH INSTRUCTIONS, NOTICES OR CERTIFICATES.
UPON
DISTRIBUTION OF THE ADJUSTMENT ESCROW SHARES IN ACCORDANCE WITH THIS AGREEMENT,
THE ESCROW AGENT SHALL BE DEEMED TO HAVE FULLY DISCHARGED ITS DUTIES AND
OBLIGATIONS HEREUNDER, AND SHALL HAVE NO FURTHER LIABILITY OR OBLIGATION TO ANY
PARTY WITH RESPECT HERETO.
7.
PROVISIONS WITH RESPECT TO THE ESCROW
AGENT.
(A)
PROTECTION OF THE ESCROW AGENT.
THE ESCROW
AGENT, THE BUYER, HOLDCO, THE COMPANY REPRESENTATIVE AND THE BUYER
REPRESENTATIVE AGREE THAT: (I) EITHER THE BUYER REPRESENTATIVE OR THE COMPANY
REPRESENTATIVE MAY EXAMINE THE ADJUSTMENT ESCROW SHARES AT ANY TIME AT THE
OFFICE OF THE ESCROW AGENT; (II) IN PERFORMING ITS DUTIES HEREUNDER, THE ESCROW
AGENT MAY RELY ON WRITTEN STATEMENTS FURNISHED TO IT BY ANY OFFICER OF EITHER
THE BUYER REPRESENTATIVE OR THE COMPANY REPRESENTATIVE (PROVIDED THAT SUCH
NOTICE IS OTHERWISE IN ACCORDANCE WITH THE REQUIREMENTS HEREOF), OR ANY OTHER
EVIDENCE DEEMED BY THE ESCROW AGENT TO BE RELIABLE, AND SHALL BE ENTITLED TO ACT
ON THE ADVICE OF COUNSEL SELECTED BY IT; (III) IF THE ADJUSTMENT FUND SHARES ARE
ATTACHED, GARNISHED, OR LEVIED UPON UNDER THE ORDER OF ANY COURT, OR THE
DELIVERY THEREOF SHALL BE STAYED OR ENJOINED BY THE ORDER OF ANY COURT, OR ANY
OTHER ORDER, JUDGMENT OR DECREE SHALL BE MADE OR ENTERED BY ANY COURT AFFECTING
THE ADJUSTMENT ESCROW SHARES, THE ESCROW AGENT IS HEREBY EXPRESSLY AUTHORIZED TO
OBEY AND COMPLY WITH ALL WRITS, ORDERS OR DECREES SO ENTERED OR ISSUED, WHETHER
WITH OR WITHOUT JURISDICTION, AND THE ESCROW AGENT SHALL NOT BE LIABLE TO ANY OF
THE PARTIES HERETO OR THEIR SUCCESSORS BY REASON OF COMPLIANCE WITH ANY SUCH
WRIT, ORDER OR DECREE NOTWITHSTANDING