Escrow Agreement Page 5
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136.2
All amounts payable to the Escrow Agent under this Escrow Agreement shall be borne by
the Buyer.
6.3
In the event the Escrow Agent apprehends that it would incur any costs or expenses
attributed to any act, omission and or negligence of the Seller or of the Buyer, in the
performance of its obligation, it shall first intimate the Buyer and Seller of such an
occurrence. In the event that either the Buyer or the Seller fail to remedy the event, the
Escrow Agent shall be entitled to recover from the other Parties all reasonable expenses
and costs actually incurred by the Escrow Agent in the performance of its obligations under
this Escrow Agreement, except costs and/or expenses incurred by the Escrow Agent due to
its own wilful negligence, fraud, misconduct or breach of this Escrow Agreement. The other
Parties shall within ____________Business Days of a written notice by the Escrow Agent
pay, the reasonable expenses and costs claimed by the Escrow Agent. The Escrow Agent
shall not be authorised under any circumstance to debit and appropriate from the money
lying in the Escrow Account..
Article 7
Term and Termination
7.1
This Escrow Agreement shall remain in force until terminated as set out in this Escrow
Agreement and the Agreement to Sell.
7.2
This Escrow Agreement shall automatically terminate once the Escrowed Amount has been
released by the Escrow Agent in accordance with the provisions of this Escrow Agreement.
7.3
Termination of this Escrow Agreement shall be without prejudice to rights that have
already accrued in favour of a Party.
Article 8
Miscellaneous
8.1
The Escrow Agent shall not be obliged to supervise, control or perform any acts or
responsibilities of the Parties or any other third party.
8.2
The Escrow Agent shall not be under any duty or obligation to:
(a)
Exercise any greater degree of care in respect of moneys standing to the credit of
the Escrow Account than it gives to its own account.
(b)
Verify or ascertain whether the Seller and Buyer have fulfilled their obligations
under the Agreement to Sell or any other agreements relating to the Escrow
Account or any moneys standing to the credit thereof, other than this Escrow
Agreement.
8.3
The Escrow Agent is acting in a purely administrative capacity and this Escrow Agreement
expressly sets forth all the duties and obligations of the Escrow Agent. The Escrow Agent
shall not be bound by (and shall be deemed not to have notice of) the provisions of any
agreement
between
the
Seller/Seller’s
Representative
and/or
the
Buyer/Buyer’s
Representatives except this Escrow Agreement and any implied duties or obligations of the
Escrow Agent are excluded to the fullest extent permitted by law.
8.4
The Seller / Seller’s Representative and the Buyer / Buyer's Representative hereby
represent and warrant to the Escrow Agent as follows for the duration of this Escrow
Agreement:
(a)
that the entry into and performance by it of, and the underlying transaction
referred to in the recitals above to which it is a Party, and any instructions issued
hereunder do not and will not conflict with any rules binding upon it or applicable
to the underlying transaction; and
(b)
it and its assets are not entitled to any immunity (whether on the grounds of
sovereignty or otherwise) from any legal or other proceedings or from attachment
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