ESCROWEE VERIFYING THE
TRUTH OR ACCURACY OF ANY SUCH NOTICE, DEMAND, CERTIFICATE, SIGNATURE, INSTRUMENT
OR OTHER DOCUMENT;
25
(II)
ESCROWEE SHALL NOT BE BOUND IN ANY WAY BY ANY OTHER CONTRACT OR
UNDERSTANDING BETWEEN THE PARTIES HERETO, WHETHER OR NOT ESCROWEE HAS KNOWLEDGE
THEREOF OR CONSENTS THERETO UNLESS SUCH CONSENT IS GIVEN IN WRITING;
(III)
ESCROWEE'S SOLE DUTIES AND RESPONSIBILITIES SHALL BE TO HOLD AND
DISBURSE THE DEPOSIT IN ACCORDANCE WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT
ESCROWEE SHALL HAVE NO RESPONSIBILITY FOR THE CLEARING OR COLLECTION OF THE
CHECK REPRESENTING THE DEPOSIT;
(IV)
ESCROWEE SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED BY
ESCROWEE IN GOOD FAITH AND BELIEVED BY ESCROWEE TO BE AUTHORIZED OR WITHIN ITS
RIGHTS OR POWERS CONFERRED UPON IT BY THIS AGREEMENT, EXCEPT FOR DAMAGE CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ESCROWEE.
(V)
UPON THE DISBURSEMENT OF THE DEPOSIT IN ACCORDANCE WITH THIS
AGREEMENT, ESCROWEE SHALL BE RELIEVED AND RELEASED FROM ANY LIABILITY UNDER THIS
AGREEMENT;
(VI)
ESCROWEE MAY RESIGN AT ANY TIME UPON AT LEAST TEN (10) DAYS PRIOR
WRITTEN NOTICE TO THE PARTIES HERETO.
IF, PRIOR TO THE EFFECTIVE DATE OF SUCH
RESIGNATION, THE PARTIES HERETO SHALL ALL HAVE APPROVED, IN WRITING, A SUCCESSOR
ESCROW 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 ESCROWEE HARMLESS FROM AND AGAINST ANY LIABILITIES,
DAMAGES, LOSSES, COSTS OR EXPENSES INCURRED BY, OR CLAIMS OR CHARGES MADE
AGAINST, ESCROWEE (INCLUDING REASONABLE COUNSEL FEES AND COURT COSTS) 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 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