Escrow Agreement Page 10
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1310.1
The Escrow Agent may resign as Escrow Agent at any time by giving at least ______
Business Days’ prior written notice to each of the Seller and the Buyer, such resignation to
be effective upon (i) a Successor being appointed by the Seller and the Seller and the
Buyer in accordance with Article 10.2 of this Escrow Agreement; and (ii) the Escrow Agent
having transferred the Escrowed Amount to such Successor.
10.2
In the event a notice of resignation or removal is issued pursuant to Article 10.1 above, a
successor escrow agent shall be appointed by the Seller and the Buyer within ____
Business Days (“Successor”). The Escrow Agent shall, upon notification by the Seller and
Buyer of the name and other details of the Successor, do all such things that are necessary
to effectively transfer the Escrowed Amount to the Successor. Any such Successor shall
indicate its acceptance of such appointment by delivery to the Seller and the Buyer a deed
of adherence to this Escrow Agreement, and thereupon it shall succeed to all the rights
and duties of the escrow agent hereunder.
Article 11
Governing Law and Dispute Resolution Mechanism
11.1
The Parties agree that this Escrow Agreement shall be governed by and construed in
accordance with the laws of India.
11.2
In the event a dispute, difference, claim or controversy arises in connection with the
interpretation or implementation of this Escrow Agreement or the performance of any
obligation hereunder (each a “Dispute”), the Parties shall attempt in the first instance to
resolve such dispute through friendly consultations. The Buyer and the Sellers hereby
agree and undertake not to make the Escrow Agent a party to any Dispute that arises
amongst them, unless a claim of fraud, wilful misconduct or negligence is being alleged
against the Escrow Agent. Accordingly for purposes of this Article 11, the Escrow Agent will
not be construed as a “Party”.
11.3
If the Dispute is not resolved through friendly consultations within ____ days from the
date of commencement of discussions, then such matter shall be finally settled by
arbitration same shall be referred to the arbitration to be held at New Delhi The reference
shall be to a single arbitrator to be mutually appointed, or in case of disagreement as to
the appointment of a sole Arbitrator, by 3 Arbitrators of which each party shall appoint one
Arbitrator and the two appointed Arbitrators shall jointly appoint the third Arbitrator. The
arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996
or any law relating to arbitration in force at the time of such reference. All arbitration
proceedings shall be conducted in English. The arbitration award shall be in writing and
shall be final and binding on the parties. The arbitrators shall have the power to award the
costs and reasonable expenses (including reasonable fees of counsel) incurred in the
arbitration as also interest on any amounts payable by a Party to another.
11.4
Nothing shall preclude either Party from seeking interim or permanent equitable or
injunctive relief, or both, from any court having jurisdiction to grant the same. The pursuit
of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue
any remedy for monetary damages through the arbitration described in this Article 11.
Article 12
Severability
If any provision of this Escrow Agreement is held to be unenforceable, this Escrow
Agreement shall be considered divisible and such provision shall be deemed inoperative to
the extent it is deemed unenforceable, and in all other respects this Escrow Agreement
shall remain in full force and effect; provided, however, that if any such provision may be
made enforceable by limitation thereof, then such provision shall be deemed to be so
limited and shall be enforceable to the maximum extent permitted by applicable law.
Article 13
Waivers
No forbearance, indulgence or relaxation of any Party at any time to require performance
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