PRIOR WRITTEN CONSENT OF THE OTHER PARTIES TO THIS ESCROW
AGREEMENT.
THIS ESCROW AGREEMENT AND ALL OF THE PROVISIONS OF THIS ESCROW
AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES TO THIS
ESCROW AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(C)
NO THIRD PARTY BENEFICIARIES.
NOTHING EXPRESSED OR REFERRED TO IN
THIS ESCROW AGREEMENT CONFERS ANY RIGHTS OR REMEDIES UPON ANY PERSON THAT IS NOT
A PARTY OR PERMITTED ASSIGN OF A PARTY TO THIS ESCROW AGREEMENT.
(D)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS ESCROW
AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS ESCROW AGREEMENT IS HELD TO BE
PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION WILL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS
ESCROW AGREEMENT.
(E)
COMPLETE AGREEMENT.
THIS ESCROW AGREEMENT AND THE STOCK PURCHASE
AGREEMENT CONTAIN THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER AND SUPERSEDE ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR
REPRESENTATIONS BY OR BETWEEN THE PARTIES, WRITTEN OR ORAL.
ESCROW AGENT SHALL
NOT BE SUBJECT TO ANY AGREEMENT TO WHICH IT IS NOT A PARTY, EVEN THOUGH
REFERENCE THERETO MAY BE MADE HEREIN.
(F)
SIGNATURES; COUNTERPARTS.
THIS ESCROW AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN THE SIGNATURES OF
MORE THAN ONE PARTY, BUT ALL SUCH COUNTERPARTS TAKEN TOGETHER WILL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
A FACSIMILE SIGNATURE WILL BE CONSIDERED AN
ORIGINAL SIGNATURE.
(G)
GOVERNING LAW.
THE DOMESTIC LAW, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES, OF THE STATE OF NEW YORK WILL GOVERN ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS ESCROW AGREEMENT AND THE
PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS ESCROW AGREEMENT.
(H)
WAIVER OF JURY TRIAL.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS ESCROW AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ESCROW
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ESCROW AGREEMENT.
EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES
SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS ESCROW
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS
SECTION 9(I).
(I)
CONSTRUCTION.
THE BUYER AND SELLERS' REPRESENTATIVE AND THEIR
RESPECTIVE COUNSEL HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF
THIS ESCROW AGREEMENT.
IN ADDITION, EACH OF THE BUYER AND SELLERS'
REPRESENTATIVE ACKNOWLEDGES THAT IT