WITH THE CLAIMS OR DEMANDS OF EITHER PARTY UNTIL SUCH DISAGREEMENT IS
FINALLY RESOLVED (I) BY A COURT OF COMPETENT JURISDICTION (IN PROCEEDINGS WHICH
ESCROW AGENT OR ANY OTHER PARTY MAY INITIATE, IT BEING UNDERSTOOD AND AGREED BY
PURCHASER AND SELLER THAT ESCROW AGENT HAS AUTHORITY (BUT NOT THE OBLIGATION) TO
INITIATE SUCH PROCEEDINGS), OR (II) BY AN ARBITRATOR IN THE EVENT THAT PURCHASER
AND SELLER MUTUALLY AND JOINTLY DETERMINE TO SUBMIT THE DISPUTE TO ARBITRATION
PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND IN SO DOING
ESCROW AGENT SHALL NOT BE OR BECOME LIABLE TO A PARTY, OR (III) BY WRITTEN
SETTLEMENT BETWEEN PURCHASER AND SELLER.
20
(F)
PURCHASER AND SELLER EACH AGREE TO
JOINTLY AND SEVERALLY INDEMNIFY AND HOLD HARMLESS ESCROW AGENT AGAINST ANY AND
ALL LOSSES, LIABILITIES, COSTS (INCLUDING LEGAL FEES) AND OTHER EXPENSES IN ANY
WAY INCURRED BY ESCROW AGENT (EXCEPT TO THE EXTENT THE ESCROW AGENT WILLFULLY
DISREGARDS ANY PROVISION OF THIS AGREEMENT TO WHICH IT IS BOUND) IN CONNECTION
WITH OR AS A RESULT OF ANY DISAGREEMENT BETWEEN PURCHASER AND SELLER UNDER THIS
AGREEMENT OR OTHERWISE INCURRED BY ESCROW AGENT IN ANY WAY ON ACCOUNT OF ITS
ROLE AS ESCROW AGENT, EXCEPT THAT NEITHER PURCHASER NOR SELLER SHALL HAVE ANY
OBLIGATION TO PAY ESCROW AGENT ANY FEE FOR ESCROW SERVICES HEREUNDER.
(G)
ESCROW AGENT IN ITS SOLE DISCRETION SHALL
HAVE THE RIGHT TO RESIGN AS ESCROW AGENT UNDER THIS AGREEMENT, PROVIDED THAT IT
SHALL PROVIDE BOTH PURCHASER AND SELLER WITH AT LEAST THIRTY (30) DAYS WRITTEN
NOTICE OF SUCH RESIGNATION PURSUANT TO THE NOTICE PROVISIONS OF SECTION 11.7 OF
THIS AGREEMENT.
UPON ANY SUCH RESIGNATION, ESCROW AGENT SHALL TRANSFER THE
DEPOSIT AND ANY INTEREST EARNED THEREON TO A SUCCESSOR ESCROW AGENT JOINTLY
APPROVED BY PURCHASER AND SELLER, WHEREUPON THE ORIGINAL ESCROW AGENT SHALL HAVE
NO FURTHER OBLIGATION OR LIABILITY WHATSOEVER AS ESCROW AGENT UNDER THIS
AGREEMENT.
(H)
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE
THAT FEDERAL DEPOSIT INSURANCE FOR THE DEPOSIT, IF ANY, IS LIMITED TO A
CUMULATIVE MAXIMUM AMOUNT OF $100,000 FOR EACH INDIVIDUAL DEPOSITOR FOR ALL OF
THE DEPOSITOR'S ACCOUNTS AT THE SAME OR RELATED INSTITUTION.
THE PARTIES
FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT CERTAIN BANKING INSTRUMENTS SUCH AS,
BUT NOT LIMITED TO, REPURCHASE AGREEMENTS AND LETTERS OF CREDIT, ARE NOT COVERED
AT ALL BY FEDERAL DEPOSIT INSURANCE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT
ESCROW AGENT SHALL HAVE NO OBLIGATION OR LIABILITY WITH RESPECT TO INSURING THE
DEPOSIT OR WITH RESPECT TO THE SOLVENCY OF THE DEPOSITORY INSTITUTION, OR
OTHERWISE WITH RESPECT TO THE APPROPRIATENESS OF THE DEPOSITORY INSTITUTION FOR
PURPOSES OF THE DEPOSIT.
FURTHER, THE PARTIES UNDERSTAND THAT ESCROW AGENT
ASSUMES NO RESPONSIBILITY FOR, NOR WILL THE PARTIES HOLD THE SAME LIABLE FOR,
ANY LOSS OCCURRING WHICH ARISES FROM THE FACT THAT (X) THE AMOUNT OF THE ACCOUNT
OR ACCOUNTS CONTEMPLATED HEREBY MAY CAUSE THE AGGREGATE AMOUNT OF ANY INDIVIDUAL
DEPOSITOR'S ACCOUNT OR ACCOUNTS TO EXCEED $100,000, (Y) THAT THIS EXCESS AMOUNT
IS NOT INSURED BY THE FEDERAL DEPOSIT