Escrow Agreement Page 7
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13Party, save in the form agreed to in writing by the Parties or where required by Law, any
applicable regulatory requirements and/or rules of the stock exchange.
8.12.
DISCLOSURE CLAUSE FOR BRANCHES
8.12.1 The Parties hereby consent to the Escrow Agent, its officers and agents disclosing
information relating to the Escrow Account and/or dealing relationship(s) with the Escrow
Agent pursuant to this Escrow Agreement, to
(i)
the head office of the Escrow Agent, any of its subsidiaries or subsidiaries of its holding
company, affiliates, representative and branch offices in any jurisdiction (the
“Permitted Parties”) who shall assume similar confidentiality obligations as provided
under Article 8.11 above;
(ii)
professional advisers and service providers of the Permitted Parties who are under a
duty of confidentiality to the Permitted Parties;
(iii)
any insurer or insurance broker of, or direct or indirect provider of credit protection to
any Permitted Party;
(iv)
any court or tribunal or regulatory, supervisory, governmental or quasi-governmental
authority with jurisdiction over the Permitted Parties, to the extent required by such
court, tribunal or regulatory, supervisory, governmental or quasi-governmental
authority.
8.13
The termination or expiry of this Escrow Agreement shall not adversely affect the fees and
reimbursable expenses payable to the Escrow Agent and the indemnification of the Escrow
Agent hereunder.
8.14
The Buyer and the Seller hereby agree that in no event shall the Escrow Account be
overdrawn.
8.15
The Escrow Agent shall not be required to perform any of its obligations under this Escrow
Agreement if it is prevented from so doing by the occurrence of any event due to any
cause beyond its reasonable control or if such performance would result in the Escrow
Agent or its immediate or ultimate holding company being in breach of any law, regulation,
ordinance, rule, directive, judgment, order or decree, in each case having the force of law
(collectively, the “Rules”) binding on the Escrow Agent or its property or on its immediate
or ultimate holding company.
8.16
Any corporation into which any of the Escrow
Agent in its individual capacity may be
merged or converted or with which it may be consolidated or any corporation resulting
from any merger conversion or consolidation to which any of the Escrow Agent in its
individual capacity shall be a party or any corporation to which substantially all the
corporate trust business of any of the Escrow Agent in its individual capacity may be
transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
8.17
This Escrow Agreement is and shall always be construed as the sole repository of the
Parties’ rights and obligations in relation to the Escrowed Amount and shall supersede
cancel and replace all or any previous agreements writings or understandings in this behalf
between the Parties except that nothing contained herein shall affect the effectiveness of
or supersede, cancel or replace any agreements, documents or arrangement between the
Seller and the Buyer.
8.18
The Escrow Agent shall not be bound by any modification of this Escrow Agreement, ,
unless such modification has been made with the consent of the Escrow Agent. However,
the transfer of any interest hereunder can be made by giving intimation to the Escrow
Agent for the same.
8.19
The Parties expressly agree that the provisions of this Escrow Agreement cannot be
modified save and except by the mutual written agreement of all the Parties. In particular,
no instructions shall be given to the Escrow Agent (by whatever name such instruction
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business