Escrow Agreement Page 6
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13(whether in aid of execution before judgment or otherwise) or from execution of
judgment.
8.5
The Parties hereto agree that the obligations of the Escrow Agent under this Escrow
Agreement are limited to those set out in this Escrow Agreement. The Escrow Agent shall
assume no responsibility at all, other than to deal with the Escrowed Amount, in
accordance with the provisions of this Escrow Agreement. No implied authorities, duties,
obligations or responsibilities shall be read into this Escrow Agreement to devolve on the
Escrow Agent. The Escrow Agent shall exercise no discretion whatsoever, and shall not be
expected or required by any Party to exercise any discretion.
8.6
The Escrow Agent shall be entitled to act and rely upon any statement, request, notice or
instruction or other writing with respect to this Escrow Agreement given to the Escrow
Agent in accordance with the terms of this Escrow Agreement. The Escrow Agent shall not
be required to determine the authenticity or the correctness of any facts stated therein or
the validity of service thereof, or the authority of the person signing the same, and the
Escrow Agent shall be entitled to presume that the same is genuine and has been duly
signed by the Person who has purported to sign the same, and where such person is
signing on behalf of any other Person/Party, the Escrow Agent shall be entitled to presume
that the Person who has signed is authorised to sign on behalf of such Person/Party.
8.7
If any of the instructions are not in the form set out in this Escrow Agreement, the Escrow
Agent shall be entitled to refrain from acting on such instructions, until the instructions are
clarified and/or such ambiguity is removed, to the Escrow Agent’s satisfaction. All
instructions to the Escrow Agent shall be in writing and to the satisfaction of the Escrow
Agent, under this Escrow Agreement.
8.8
Any instruction to the Escrow Agent shall continue to be in full force and effect until
cancelled or superseded by another instruction. If an instruction has already been acted
upon, it shall not be cancelled.
8.9
The Escrow Agent shall not be liable for any acts or omissions done pursuant to a decree,
ruling, judgement, Award or order of a court, executive or regulatory authority.
8.10
Any act to be done by the Escrow Agent shall be done only on a Business Day, during
banking business hours and in the event that any day on which the Escrow Agent is
required to do an act, under the terms of this Escrow Agreement, is a day on which
banking business is not, or cannot for any reason be conducted, then the Escrow Agent
shall do those acts on the next succeeding Business Day.
8.11
CONFIDENTIALITY
(a)
Each Party shall keep confidential all information and other materials passing between it
and the other Parties in relation to the transactions contemplated by this Escrow
Agreement, which was either designated as confidential or which was by its nature,
confidential (the “Confidential Information”), and shall not without the prior written
consent of the other Parties, divulge such information to any other person or use such
Confidential Information other than for carrying out the purposes of this Escrow
Agreement.
(b)
For the purposes of this Escrow Agreement, Confidential Information shall not include
information:
(i)
that is in the public domain as on the date of execution of this Escrow Agreement;
(ii)
that is generally available to the public otherwise than as a breach of this Escrow
Agreement; and
(iii)
that any Party (or its affiliate(s)) is under an obligation to disclose, pursuant to any
applicable Law, process of court, any applicable regulatory requirements and/or
rules of the stock exchange.
(c)
No announcements or other disclosure concerning the transactions forming the subject
matter of this Escrow Agreement or any terms and conditions hereof shall be made by any
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