AGENT AND THE OTHER PARTIES
HERETO IN CONNECTION WITH THE SUBJECT MATTER OF THIS ESCROW, AND NO OTHER
AGREEMENT ENTERED INTO BETWEEN THE PARTIES, OR ANY OF THEM, SHALL BE CONSIDERED
AS ADOPTED OR BINDING, IN WHOLE OR IN PART, UPON THE ESCROW AGENT
NOTWITHSTANDING THAT ANY SUCH OTHER AGREEMENT MAY BE REFERRED TO HEREIN OR
DEPOSITED WITH ESCROW AGENT OR THE ESCROW AGENT MAY HAVE KNOWLEDGE THEREOF, AND
ESCROW AGENT'S RIGHTS AND RESPONSIBILITIES SHALL BE GOVERNED SOLELY BY THIS
ESCROW AGREEMENT.
B.
ESCROW AGENT ACTS HEREUNDER AS A
DEPOSITORY ONLY, AND IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER WHATSOEVER FOR
THE SUFFICIENCY, CORRECTNESS, GENUINENESS OR VALIDITY OF THE SUBJECT MATTER OF
THIS ESCROW AGREEMENT OR ANY PART THEREOF, OR FOR THE FORM OF EXECUTION THEREOF,
OR FOR THE IDENTITY OR AUTHORITY OF ANY PERSON EXECUTING OR DEPOSITING SUCH
SUBJECT MATTER. ESCROW AGENT SHALL BE UNDER NO DUTY TO INVESTIGATE OR INQUIRE AS
TO THE
6
VALIDITY OR ACCURACY OF ANY DOCUMENT, AGREEMENT, INSTRUCTION OR REQUEST
FURNISHED TO IT HEREUNDER BELIEVED BY IT TO BE GENUINE AND ESCROW AGENT MAY RELY
AND ACT UPON, AND SHALL NOT BE LIABLE FOR ACTING OR NOT ACTING UPON, ANY SUCH
DOCUMENT, AGREEMENT, INSTRUCTION OR REQUEST.
EXCEPT AS SPECIFICALLY PROVIDED
HEREIN, ESCROW AGENT SHALL IN NO WAY BE RESPONSIBLE FOR NOTIFYING, NOR SHALL IT
BE ITS DUTY TO NOTIFY, ANY PARTY HERETO OR ANY OTHER PARTY INTERESTED IN THIS
ESCROW AGREEMENT OF ANY PAYMENT REQUIRED OR MATURITY OCCURRING UNDER THIS ESCROW
AGREEMENT OR UNDER THE TERMS OF ANY INSTRUMENT DEPOSITED HEREWITH.
3.2
AUTHORITY TO ACT.
A.
ESCROW AGENT IS HEREBY AUTHORIZED AND
DIRECTED BY THE UNDERSIGNED TO DELIVER THE SUBJECT MATTER OF THIS ESCROW
AGREEMENT ONLY IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES I AND II OF THIS
ESCROW AGREEMENT.
B.
ESCROW AGENT SHALL BE PROTECTED IN ACTING
UPON ANY WRITTEN NOTICE, REQUEST, WAIVER, CONSENT, CERTIFICATE, RECEIPT,
AUTHORIZATION, POWER OF ATTORNEY OR OTHER PAPER OR DOCUMENT, INCLUDING, WITHOUT
LIMITATION, THE AUTHORITY OR THE IDENTITY OF ANY SIGNOR THEREOF, WHICH ESCROW
AGENT IN GOOD FAITH BELIEVES TO BE GENUINE AND WHAT IT PURPORTS TO BE,
INCLUDING, WITHOUT LIMITATION, ITEMS DIRECTING INVESTMENT OR NON-INVESTMENT OF
FUNDS, ITEMS REQUESTING OR AUTHORIZING RELEASE, DISBURSEMENT OR RETAINAGE OF THE
FUND OF THIS ESCROW AGREEMENT AND ITEMS AMENDING THE TERMS OF THIS ESCROW
AGREEMENT.
C.
ESCROW AGENT MAY CONSULT WITH LEGAL
COUNSEL AT THE EQUAL COST AND EXPENSE OF SELLERS, COLLECTIVELY, AND PURCHASER
(OTHER THAN ESCROW AGENT) IN THE EVENT OF ANY DISPUTE OR QUESTION AS TO THE
CONSTRUCTION OF ANY OF THE PROVISIONS HEREOF OR ITS DUTIES HEREUNDER, AND IT
SHALL INCUR NO LIABILITY AND SHALL BE FULLY PROTECTED IN ACTING IN ACCORDANCE
WITH THE ADVICE OF SUCH COUNSEL.
D.
IN THE EVENT OF ANY DISAGREEMENT BETWEEN
ANY OF THE PARTIES TO THIS ESCROW AGREEMENT, OR BETWEEN ANY OF THEM AND ANY
OTHER PERSON, RESULTING IN ADVERSE CLAIMS OR DEMANDS BEING MADE IN CONNECTION
WITH THE MATTERS COVERED BY THIS ESCROW AGREEMENT, OR IN THE EVENT THAT