AGENT, THEN UPON THE RESIGNATION OF ESCROWEE, ESCROWEE SHALL DELIVER THE
DEPOSIT TO SUCH SUCCESSOR ESCROW AGENT.
FROM AND AFTER SUCH RESIGNATION AND THE
DELIVERY OF THE DEPOSIT TO SUCH SUCCESSOR ESCROW AGENT, ESCROWEE SHALL BE FULLY
RELIEVED OF ALL OF ITS DUTIES, RESPONSIBILITIES AND OBLIGATIONS UNDER THIS
AGREEMENT, ALL OF WHICH DUTIES, RESPONSIBILITIES AND OBLIGATIONS SHALL BE
PERFORMED BY THE APPOINTED SUCCESSOR ESCROW AGENT.
IF FOR ANY REASON THE
PARTIES HERETO SHALL NOT APPROVE A SUCCESSOR ESCROW AGENT WITHIN SUCH PERIOD,
ESCROWEE MAY BRING ANY APPROPRIATE ACTION OR PROCEEDING FOR LEAVE TO DEPOSIT THE
DEPOSIT WITH A COURT OF COMPETENT JURISDICTION, PENDING THE APPROVAL OF A
SUCCESSOR ESCROW AGENT, AND UPON SUCH DEPOSIT ESCROWEE SHALL BE FULLY RELIEVED
OF ALL OF ITS DUTIES, RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT;
(VII)
SELLER AND PURCHASER HEREBY AGREE TO, JOINTLY AND SEVERALLY,
INDEMNIFY, DEFEND AND HOLD HARMLESS ESCROWEE FROM AND AGAINST ANY LIABILITIES,
DAMAGES, LOSSES, COSTS OR EXPENSES INCURRED BY, OR CLAIMS OR CHARGES MADE
AGAINST, ESCROWEE (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) BY
REASON OF ESCROWEE'S ACTING OR FAILING TO ACT IN CONNECTION WITH ANY OF THE
MATTERS CONTEMPLATED BY THIS AGREEMENT OR IN CARRYING OUT THE TERMS OF THIS
AGREEMENT, EXCEPT AS A RESULT OF ESCROWEE'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT;
(VIII)
IN THE EVENT THAT A DISPUTE SHALL ARISE IN CONNECTION WITH THIS
AGREEMENT, OR AS TO THE RIGHTS OF ANY OF THE PARTIES IN AND TO, OR THE
DISPOSITION OF, THE DEPOSIT, ESCROWEE SHALL HAVE THE RIGHT TO (W) HOLD AND
RETAIN ALL OR ANY PART OF THE
18
DEPOSIT UNTIL SUCH DISPUTE IS SETTLED OR FINALLY DETERMINED BY LITIGATION,
ARBITRATION OR OTHERWISE, OR (X) DEPOSIT THE DEPOSIT IN AN APPROPRIATE COURT OF
LAW, FOLLOWING WHICH ESCROWEE SHALL THEREBY AND THEREAFTER BE RELIEVED AND
RELEASED FROM ANY LIABILITY OR OBLIGATION UNDER THIS AGREEMENT, OR
(Y)
INSTITUTE AN ACTION IN INTERPLEADER OR OTHER SIMILAR ACTION PERMITTED BY
STAKEHOLDERS IN THE STATE OF NEW YORK, OR (Z) INTERPLEAD ANY OF THE PARTIES IN
ANY ACTION OR PROCEEDING WHICH MAY BE BROUGHT TO DETERMINE THE RIGHTS OF THE
PARTIES TO ALL OR ANY PART OF THE DEPOSIT;
(IX)
ESCROWEE SHALL NOT HAVE ANY LIABILITY OR OBLIGATION FOR LOSS OF
ALL OR ANY PORTION OF THE DEPOSIT BY REASON OF THE INSOLVENCY OR FAILURE OF THE
INSTITUTION OF DEPOSITORY WITH WHOM THE ESCROW ACCOUNT IS MAINTAINED; AND
(X)
THE PARTIES HERETO REPRESENT THAT PRIOR TO THE NEGOTIATION AND
EXECUTION OF THIS AGREEMENT THEY WERE ADVISED THAT ESCROWEE WAS REPRESENTING
SELLER AS ITS ATTORNEY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTION
REFERRED TO HEREIN AND THE PARTIES HERETO COVENANT THAT THEY SHALL NOT OBJECT,
ON THE GROUNDS OF CONFLICT OF INTEREST OR OTHERWISE, TO ESCROWEE CONTINUING TO
ACT AS SELLER'S ATTORNEY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTION
CONTEMPLATED HEREIN, OR TO ACT AS SELLER'S ATTORNEY IN CONNECTION WITH ANY
DISPUTE IN CONNECTION HEREWITH OR ANY OTHER MATTER, AS WELL AS ACT AS ESCROWEE
HEREUNDER.
10.3
SURVIVAL.
THE PROVISIONS OF