RESULTING FROM
ITS OWN BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) IN THE INVESTMENT OR
REINVESTMENT OF THE ESCROW DEPOSIT OR HOLDBACK, OR ANY LOSS OF INTEREST INCIDENT
TO ANY SUCH DELAYS.
IN THE EVENT THAT PURCHASER OR SELLER IS REQUIRED TO
INDEMNIFY AND HOLD HARMLESS THE ESCROW AGENT PURSUANT TO THIS SECTION 7(C),
PURCHASER OR SELLER, AS THE CASE MAY BE, SHALL HAVE THE RIGHT TO SEEK
CONTRIBUTION FROM THE OTHER PARTIES HERETO (OTHER THAN THE ESCROW AGENT) FOR
AMOUNTS PAID OR PAYABLE IN RESPECT OF SUCH INDEMNITY TO THE EXTENT PERMITTED BY
LAW.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT
SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR
DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN
IF THE ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE
AND REGARDLESS OF THE FORM OF ACTION.
THE PARTIES HERETO ACKNOWLEDGE THAT THE
FOREGOING INDEMNITIES SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE ESCROW
AGENT OR THE TERMINATION OF THIS AGREEMENT.
(D)
THE ESCROW AGENT SHALL BE ENTITLED TO RELY
UPON ANY ORDER, JUDGMENT, AWARD, CERTIFICATION, DEMAND, NOTICE, INSTRUMENT OR
OTHER WRITING DELIVERED TO IT HEREUNDER WITHOUT BEING REQUIRED TO DETERMINE THE
AUTHENTICITY OR THE CORRECTNESS OF ANY FACT STATED THEREIN OR THE PROPRIETY OR
VALIDITY OF THE SERVICE THEREOF.
THE ESCROW AGENT MAY ACT IN RELIANCE UPON ANY
INSTRUMENT OR SIGNATURE BELIEVED BY IT TO BE GENUINE AND MAY ASSUME THAT ANY
PERSON PURPORTING TO GIVE NOTICE OR RECEIPT OR ADVICE OR MAKE ANY STATEMENT OR
EXECUTE ANY DOCUMENT IN CONNECTION WITH THE PROVISIONS HEREOF HAS BEEN DULY
AUTHORIZED TO DO SO.
(E)
THE ESCROW AGENT MAY ACT PURSUANT TO THE
ADVICE OF COUNSEL WITH RESPECT TO ANY MATTER RELATING TO THIS AGREEMENT AND
SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED IN GOOD FAITH IN ACCORDANCE
WITH SUCH ADVICE.
(F)
THE ESCROW AGENT DOES NOT HAVE ANY
INTEREST IN THE ESCROW DEPOSIT OR HOLDBACK BUT IS SERVING AS ESCROW HOLDER ONLY
AND HAVING ONLY POSSESSION THEREOF.
PURCHASER AND SELLER SHALL, JOINTLY AND
SEVERALLY, PAY OR REIMBURSE THE ESCROW AGENT UPON REQUEST FOR ANY TRANSFER TAXES
OR OTHER TAXES (OTHER
7
THAN INCOME TAXES) RELATING TO THE ESCROW DEPOSIT AND HOLDBACK INCURRED IN
CONNECTION HEREWITH AND SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD
HARMLESS THE ESCROW AGENT FROM ANY AMOUNTS THAT IT IS OBLIGATED TO PAY IN THE
WAY OF SUCH TAXES.
(G)
CERTAIN TAX MATTERS
(I)
PURCHASER SHALL INCLUDE IN ITS TAXABLE
INCOME THE EARNINGS ON THE ESCROW DEPOSIT.
THE ESCROW AGENT SHALL FILE ANNUALLY
OR OTHERWISE AS REQUIRED BY APPLICABLE LAW ALL REQUIRED TAX INFORMATION REPORTS
OR FORMS (OR OTHER TAX RETURNS THAT MAY BE REQUIRED BY APPLICABLE LAW) REPORTING
SUCH EARNINGS AS BEING FOR PURCHASER'S TAX ACCOUNT.
SHOULD A CHANGE OR
CLARIFICATION OF APPLICABLE LAW REQUIRE THAT ALL OR PART OF SUCH EARNINGS (THE
"TAXABLE EARNINGS") BE FOR THE ESCROW DEPOSIT TAX ACCOUNT, (X) ESCROW AGENT