IS SOPHISTICATED AND HAS BEEN ADVISED BY
EXPERIENCED COUNSEL AND, TO THE EXTENT IT DEEMED NECESSARY, OTHER ADVISORS IN
CONNECTION WITH THE NEGOTIATION AND DRAFTING OF THIS ESCROW AGREEMENT.
IN THE
EVENT AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS ESCROW
AGREEMENT WILL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE BUYER AND SELLERS'
REPRESENTATIVE AND NO PRESUMPTION OR BURDEN OF PROOF WILL ARISE FAVORING OR
DISFAVORING BUYER AND SELLERS' REPRESENTATIVE, BY VIRTUE OF THE AUTHORSHIP OF
ANY OF THE PROVISIONS OF THIS ESCROW AGREEMENT.
THE PARTIES INTEND THAT EACH
REPRESENTATION, WARRANTY AND AGREEMENT CONTAINED IN THIS ESCROW AGREEMENT WILL
HAVE INDEPENDENT SIGNIFICANCE.
IF ANY PARTY HAS BREACHED ANY REPRESENTATION,
WARRANTY OR AGREEMENT IN ANY RESPECT, THE FACT THAT THERE EXISTS ANOTHER
REPRESENTATION, WARRANTY OR AGREEMENT RELATING TO THE SAME SUBJECT MATTER
(REGARDLESS OF THE RELATIVE LEVELS OF SPECIFICITY) THAT THE PARTY HAS NOT
BREACHED WILL NOT DETRACT FROM OR MITIGATE THE FACT THAT THE PARTY IS IN BREACH
OF THE FIRST REPRESENTATION, WARRANTY OR AGREEMENT.
ANY REFERENCE TO ANY LAW
WILL BE DEEMED TO REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER,
UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE HEADINGS PRECEDING THE TEXT OF
ARTICLES AND SECTIONS INCLUDED IN THIS ESCROW AGREEMENT ARE FOR CONVENIENCE ONLY
AND ARE NOT DEEMED PART OF THIS ESCROW AGREEMENT OR GIVEN EFFECT IN INTERPRETING
THIS ESCROW AGREEMENT.
REFERENCES TO SECTIONS OR ARTICLES ARE TO THE SECTIONS
OR ARTICLES CONTAINED IN, REFERRED TO OR ATTACHED TO THIS ESCROW AGREEMENT,
UNLESS OTHERWISE SPECIFIED.
THE WORD "INCLUDING" MEANS "INCLUDING WITHOUT
LIMITATION."
THE USE OF THE MASCULINE, FEMININE OR NEUTER GENDER OR THE
SINGULAR OR PLURAL FORM OF WORDS WILL NOT LIMIT ANY PROVISIONS OF THIS ESCROW
AGREEMENT.
A STATEMENT THAT AN ITEM IS LISTED, DISCLOSED OR DESCRIBED MEANS
THAT IT IS CORRECTLY LISTED, DISCLOSED OR DESCRIBED, AND A STATEMENT THAT A COPY
OF AN ITEM HAS BEEN DELIVERED MEANS A TRUE AND CORRECT COPY OF THE WRITING HAS
BEEN DELIVERED.
(J)
TIME OF ESSENCE.
WITH REGARD TO ALL DATES AND TIME PERIODS SET
FORTH OR REFERRED TO IN THIS ESCROW AGREEMENT, TIME IS OF THE ESSENCE.
IN WITNESS WHEREOF, Buyer, Sellers' Representative and the Escrow Agent execute
this Escrow Agreement as of the date first above written.
CURATIVE HEALTH SERVICES, INC.
By:
/s/ Thomas W. Axmacher
Name:
Title:
SELLER'S REPRESENTATIVE
CHRISTOPHER J. YORK
By:
/s/ Christopher J. York
Name:
Title:
THE BANK OF NEW YORK
By:
/s/ Authorized Signatory
Name:
Title: