OTHER ACTION LIKELY TO INVOLVE THE ESCROWEE IN EXPENSE, UNLESS FIRST
INDEMNIFIED TO THE ESCROWEE'S SATISFACTION; (D) SHALL HAVE NO RESPONSIBILITIES
OR OBLIGATIONS WITH RESPECT TO THE MAINTENANCE OF THE VALUE OF THE ESCROW FUNDS;
(E) SHALL NOT BE BOUND BY ANY AMENDMENT TO THIS AGREEMENT OR BY ANY OTHER
AGREEMENT BETWEEN SELLER AND BUYER EXCEPT WITH THE ESCROWEE'S WRITTEN CONSENT;
AND (F) SHALL HAVE ONLY SUCH DUTIES AND RESPONSIBILITIES AS ARE EXPRESSLY SET
FORTH IN THIS AGREEMENT AND SHALL DELIVER THE ESCROW FUNDS ONLY AS PROVIDED
HEREIN.
9.
ACTION FOR INTERPLEADER.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, IN THE EVENT OF A DISPUTE BETWEEN ANY OF THE PARTIES
TO THIS AGREEMENT ARISING PRIOR TO OR AT THE TIME OF TERMINATION OF THIS
AGREEMENT, WHICH DISPUTE SHALL BE SUFFICIENT, IN THE DISCRETION OF ESCROWEE, TO
JUSTIFY SO DOING, ESCROWEE SHALL BE ENTITLED TO TENDER THE ESCROW FUNDS INTO THE
REGISTRY OR CUSTODY OF A COURT OF COMPETENT JURISDICTION IN COBB COUNTY,
GEORGIA, TOGETHER WITH SUCH LEGAL PLEADINGS AS IT MAY DEEM APPROPRIATE, AND
THEREUPON ESCROWEE SHALL BE DISCHARGED FROM ALL FURTHER DUTIES, OBLIGATIONS,
LIABILITIES, AND RESPONSIBILITY AS ESCROWEE.
ALL COSTS AND EXPENSES INCURRED BY
ESCROWEE IN TAKING ANY ACTION PURSUANT TO THIS PARAGRAPH SHALL BE COVERED AND
PAID PURSUANT TO THE INDEMNIFICATION OF ESCROWEE CONTAINED IN PARAGRAPH 10
HEREOF.
10.
INDEMNIFICATION.
SELLER AND BUYER JOINTLY AND SEVERALLY AGREE TO
INDEMNIFY, DEFEND AND HOLD HARMLESS ESCROWEE FROM AND AGAINST AND IN RESPECT OF
ANY AND ALL DEMANDS, JUDGMENTS, EXPENSES, COSTS, LOSSES, INJURIES OR CLAIMS OF
ANY KIND WHATSOEVER, TOGETHER WITH ANY AND ALL ATTORNEYS' FEES IN CONNECTION
THEREWITH, WHETHER EXISTING ON THE DATE HEREOF OR ARISING HEREAFTER INCURRED BY
ESCROWEE BY REASON OF, FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY ACTION
TAKEN OR NOT TAKEN BY ESCROWEE OR IN CONNECTION WITH THIS AGREEMENT NOT ARISING
OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ESCROWEE.
11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
UNDER THE LAWS OF THE STATE OF GEORGIA.
T-3
12.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND SHALL BE GIVEN IN ACCORDANCE WITH THE PURCHASE AGREEMENT.
13.
WAIVER; CUMULATIVE RIGHTS AND REMEDIES.
NO FORBEARANCE ON THE
PART OF EITHER PARTY IN ENFORCING THEIR RESPECTIVE RIGHTS UNDER THIS AGREEMENT
SHALL CONSTITUTE A WAIVER OR A FORFEITURE OF ANY RIGHTS OR REMEDIES OF SUCH
PARTY UNDER THIS AGREEMENT.
EACH RIGHT AND REMEDY OF ANY PARTY HEREUNDER SHALL
BE CUMULATIVE AND NOT EXCLUSIVE AND SHALL BE IN ADDITION TO EVERY OTHER RIGHT
AND REMEDY OF SUCH PARTY UNDER THIS AGREEMENT AND AT LAW AND IN EQUITY.
14.
HEADINGS; SEPARABILITY OF PROVISIONS; COUNTERPARTS.
THE HEADINGS
FOR THE VARIOUS PARAGRAPHS HEREIN ARE FOR REFERENCE ONLY AND ARE NOT PART OF
THIS AGREEMENT.
IF ANY TERM OR PROVISION OF THIS AGREEMENT OR ANY APPLICATION
THEREOF SHALL BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT AND
ANY OTHER APPLICATION OF SUCH TERM OR PROVISION SHALL NOT BE AFFECTED THEREBY.
ALL WORDS USED