Escrow Agreement Page 8
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13may be called), which are contrary to or inconsistent with this Escrow Agreement and in
the event of any such contrary or inconsistent instructions being given, the same shall be
null and void and the Escrow Agent shall not be obliged to act upon and shall be entitled to
ignore, such instruction(s) and continue to comply with the provisions of this Escrow
Agreement.
For the removal of doubts it is provided that notwithstanding anything to the contrary
contained herein, where an instruction is issued to the Escrow Agent jointly by the Seller
and the Buyer, the Escrow Agent shall be obligated to carry out the instructions
irrespective of whether they are contrary or inconsistent with this Escrow Agreement or
otherwise.
8.20
No duty or obligation
The Escrow Agent is under no duty or obligation to–
(a)
ensure that any funds released from Escrow Account in accordance with this Escrow
Agreement are actually applied for the purpose agreed between the Seller and the Buyer;
or
(b)
ensure that any instruction, direction or notice by any of the Parties is accurate, correct or
duly authorised provided that the same is issued in accordance with the provisions of this
Escrow Agreement and nothing has come to its attention which leads it to believe that
such document is not correct or genuine .
8.21
Reliance by the Escrow Agent
The Escrow Agent shall be entitled to rely upon any order, judgment, decree, ruling, award
or decision of arbitrators or any third party contemplated in any other document between
the Parties as a means to resolve disputes, certification, demand, notice or other written
instrument delivered to it under this Escrow Agreement without being required to
determine the authenticity or the correctness of any fact, finding or other statement stated
therein or the validity thereof or the propriety or validity of the service thereof, provided
that nothing has come to its attention which leads it to believe that such document is not
correct or genuine and/or the service thereof is not proper or valid. The Escrow Agent may
act in reliance upon any instruction, direction or notice or signature issued in accordance
with the terms of this Escrow Agreement and which it believes to be genuine and may
assume that any person purporting to give receipt or advice or make any statement or
execute any document in connection with the provisions of this Escrow Agreement has
been duly authorised to do so.
8.22
Ability to consult professional advisors
1
The Escrow Agent at its cost may consult counsel or professional advisers
over any
question as to the provisions of this Escrow Agreement or its duties. The Escrow Agent
may act pursuant to the advice of its counsel or other professional advisers with respect to
any matter relating to this Escrow Agreement, provided that the Escrow Agent has given
prior notice of 4 (four days) business days to the other Parties prior to acting on such
advice, and shall not be liable for any action taken or omitted by it in good faith in
accordance with such advice.
8.23
Liability of the Escrow Agent
8.23.1 The Escrow Agent shall not be liable to any person or entity for any loss, liability, claim,
action, damages or expenses arising out of or in connection with anything done or omitted
to be done by it pursuant to and in accordance with the provisions of this Escrow
Agreement save as are caused by its own gross negligence, fraud, wilful misconduct
and/or breach of the provisions of this Escrow Agreement and liability of the Escrow Agent
is to hold and release the Escrow Amount in accordance with the terms of this Escrow
Agreement.
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