ERROR OF JUDGMENT OR FOR ANY ACTS OR
OMISSIONS OF ANY KIND EXCEPT TO THE EXTENT ANY SUCH LIABILITY AROSE FROM ITS OWN
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
(G)
THIS AGREEMENT SETS FORTH EXCLUSIVELY THE
DUTIES OF THE ESCROW AGENT WITH RESPECT TO ANY AND ALL MATTERS PERTINENT THERETO
AND NO IMPLIED DUTIES OR OBLIGATIONS SHALL BE READ INTO THIS AGREEMENT.
(H)
THE ESCROW AGENT SHALL BE PERMITTED TO ACT
AS COUNSEL FOR THE PURCHASER OR THE COMPANIES, AS THE CASE MAY BE, IN ANY
DISPUTE AS TO THE DISPOSITION OF THE DOCUMENTS AND THE ESCROWED PAYMENT, IN ANY
OTHER DISPUTE BETWEEN THE PURCHASER AND THE COMPANIES, WHETHER OR NOT THE ESCROW
AGENT IS THEN HOLDING THE DOCUMENTS AND/OR THE ESCROWED PAYMENT AND CONTINUES TO
ACT AS THE ESCROW AGENT HEREUNDER.
(I)
THE PROVISIONS OF THIS SECTION 4.1 SHALL
SURVIVE THE RESIGNATION OF THE ESCROW AGENT OR THE TERMINATION OF THIS
AGREEMENT.
4.2.
DISPUTE RESOLUTION; JUDGMENTS.
RESOLUTION OF
DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE FOLLOWING TERMS
AND CONDITIONS:
(A)
IF ANY DISPUTE SHALL ARISE WITH RESPECT TO
THE DELIVERY, OWNERSHIP, RIGHT OF POSSESSION OR DISPOSITION OF THE DOCUMENTS
AND/OR THE ESCROWED PAYMENT, OR IF THE ESCROW AGENT SHALL IN GOOD FAITH BE
UNCERTAIN AS TO ITS DUTIES OR RIGHTS HEREUNDER, THE ESCROW AGENT SHALL BE
AUTHORIZED, WITHOUT LIABILITY TO ANYONE, TO (I) REFRAIN FROM TAKING ANY ACTION
OTHER THAN TO CONTINUE TO HOLD THE DOCUMENTS AND THE ESCROWED PAYMENT PENDING
RECEIPT OF A JOINT INSTRUCTION FROM THE PURCHASER AND COMPANIES, (II) COMMENCE
AN INTERPLEADER OR SIMILAR ACTION, SUIT OR PROCEEDING FOR THE RESOLUTION OF ANY
SUCH DISPUTE; AND/OR (III) DEPOSIT THE DOCUMENTS AND THE ESCROWED PAYMENT WITH
ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, IN WHICH EVENT THE
ESCROW AGENT SHALL GIVE WRITTEN NOTICE THEREOF TO THE PURCHASER AND THE
COMPANIES AND SHALL THEREUPON BE RELIEVED AND DISCHARGED FROM ALL FURTHER
OBLIGATIONS PURSUANT TO THIS AGREEMENT.
THE ESCROW AGENT MAY, BUT SHALL BE
UNDER NO DUTY TO, INSTITUTE OR DEFEND ANY LEGAL PROCEEDINGS WHICH RELATE TO THE
DOCUMENTS AND THE ESCROWED PAYMENT.
THE ESCROW AGENT SHALL HAVE THE RIGHT TO
RETAIN COUNSEL IF IT BECOMES INVOLVED IN ANY DISAGREEMENT, DISPUTE OR LITIGATION
ON ACCOUNT OF THIS AGREEMENT OR OTHERWISE DETERMINES THAT IT IS NECESSARY TO
CONSULT COUNSEL WHICH SUCH COUNSEL MAY BE LOEB & LOEB LLP OR SUCH OTHER COUNSEL
OF THE ESCROW AGENT'S CHOOSING.
(B)
THE ESCROW AGENT IS HEREBY EXPRESSLY
AUTHORIZED TO COMPLY WITH AND OBEY ANY COURT ORDER.
IN CASE THE ESCROW AGENT
OBEYS OR COMPLIES WITH A COURT ORDER, THE ESCROW AGENT SHALL NOT BE LIABLE TO
THE PURCHASER AND THE COMPANIES OR TO ANY OTHER PERSON, FIRM, COMPANY OR ENTITY
BY REASON OF SUCH COMPLIANCE.
6
ARTICLE V
GENERAL MATTERS
5.1.
TERMINATION.
THIS ESCROW SHALL TERMINATE UPON
DISBURSEMENT OF THE ESCROWED PAYMENT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR EARLIER UPON THE AGREEMENT IN WRITING OF THE PURCHASER AND THE
COMPANIES OR RESIGNATION OF