Common use of Duties of the Escrow Agent Clause in Contracts

Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, the Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the law.

Duties of the Escrow Agent. The Parties agree that the duties of the Escrow Agent are purely ministerial in nature. The Escrow Agent Agent’s duties and responsibilities shall have no duties or responsibilities other than be limited to those expressly set forth in this Agreement, and the Escrow Agent shall not have any duties under, be subject to, nor be obliged to recognize, any other agreement between any or all of the Parties hereto, including but not limited to the Purchase Agreement, even though reference thereto may be made herein. This Agreement may be amended at any time or times by an instrument in writing signed by all of the then parties hereto, including the Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and applicable law, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided furtherExcept as specifically set forth herein, the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have under no independent obligation to evaluate whether an act refer to the Purchase Agreement or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement documents between or among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference Parties related in any way to this Agreement. The Escrow Agent shall have no duty as to enforce any obligation the collection or protection of the Funds, nor as to the preservation of any personrights pertaining thereto, other than as provided hereinbeyond the safe custody of any such property actually in its possession. The Escrow Agent shall be under have no liability with respect to anyone by reason the transfer or distribution of any failure on the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, funds effected by the Escrow Agent and Processing pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the terms hereof, provided the Escrow Agent follows the instructions issued in compliance with this Agreement. The Escrow Agent shall keep strictly confidential all information sent not be obligated to it unless such material is required take any legal action or to be disclosed pursuant to commence any applicable law, regulation, judicial proceedings in connection with the Funds or administrative order, decree or subpoenathis Agreement, or request by a regulatory organization having authority pursuant to the lawprosecute or defend any such legal action or proceedings.

Duties of the Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agentliable as a depository only. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, and responsibilities of the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties hereunder shall be determined solely by reference the express provisions of this Escrow Agreement. The Escrow Agent undertakes to this Agreementperform only such duties as are expressly set forth herein and no further duties or responsibilities shall be implied. The Escrow Agent shall have no duty to enforce solicit any obligation of any person, other than as provided hereinpayments that may be due to it hereunder. The Escrow Agent shall not be under no liability liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct caused a loss to anyone by reason the Lender, the Company or the Pledgor. In the administration of any failure on this Escrow Agreement and the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23Escrow Account hereunder, the Escrow Agent may execute any of its powers and Processing perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall keep strictly confidential all information sent not be liable for any mistake of fact or error in judgment, or for any act or failure to act of any kind taken in good faith and believed by it to be authorized or within the rights or powers conferred by this Escrow Agreement, unless such material is required act or failure to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request act has been determined by a regulatory organization having authority pursuant court of competent jurisdiction to constitute willful misconduct or gross negligence that caused a loss to the lawLender, the Company or the Pledgor, as the case may be.

Duties of the Escrow Agent. The Escrow Agent shall have no It is agreed that the duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, of the Escrow Agent shall be deemed are only those specifically provided herein, which are purely ministerial in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreementnature. The Escrow Agent shall have no duty responsibility with respect to enforce any obligation of any person, the Escrowed Funds other than as provided to follow the instructions contained herein. The Escrow Agent shall be under incur no liability in connection with this Escrow Agreement except for gross negligence, misconduct or bad faith in the performance of its duties hereunder. The Escrow Agent shall not be required to anyone defend any legal proceedings which may be instituted against the Escrow Agent with respect to the subject matter of this Escrow Agreement unless requested to do so by reason one or more of the parties hereto and indemnified by the requesting party to the Escrow Agent's satisfaction. If any failure on action is threatened or instituted against the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23Escrow Agent, the Escrow Agent may interplead the parties hereto and Processing may deposit the subject matter of this Escrow Agreement into court, and in such event the Escrow Agent shall keep strictly confidential be relieved of and discharged from any and all information sent obligations and liabilities under this Escrow Agreement. The Escrow Agent may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it unless hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof. The Escrow Agent may also consult counsel satisfactory to it, including in-house counsel, and may reasonably rely on the advice of such counsel, provided the Escrow Agent acts in good faith and in accordance with the advice of such counsel, and provided further that the Escrow has no independent knowledge of any material is error or omission in such advice. The Escrow Agent shall not be required to be disclosed pursuant to institute legal proceedings of any applicable lawkind. Without limiting the generality of the preceding sentence, regulation, judicial if there is any controversy in connection with the Escrowed Funds or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant any question as to the lawconstruction of this Escrow Agreement or any action to be taken by the Escrow Agent, the Escrow Agent shall not be required to resolve the controversy or take any action in connection therewith and may await the settlement of any such controversy by final legal proceedings or otherwise as the Escrow Agent may require. The Escrow Agent may resign and be discharged from its duties hereunder by giving not less than forty- five (45) days prior written notice of such resignation to Oak and the Stockholder Representatives, which notice shall specify the date when such resignation of such Escrow Agent shall take effect. Prior to the effective date of the resignation as specified in such notice, Oak will issue to the Escrow Agent a written instruction authorizing redelivery of the Escrowed Funds to a bank or trust company that it selects as successor to the Escrow Agent hereunder, subject to the reasonable consent of the Stockholder Representatives. If, however, Oak shall fail to name such a successor escrow agent within thirty (30) days after the notice of resignation from the Escrow Agent, the Stockholder Representatives shall be entitled to name such successor escrow agent. If no successor escrow agent is named by Oak or the Stockholder Representatives, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent. Any successor escrow agent appointed in accordance with the foregoing procedures shall succeed as the Escrow Agent hereunder and Oak and the Stockholder Representatives hereby consent to and approve such successor.

Duties of the Escrow Agent. The In performing its duties under this Agreement or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against liability except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent Agent's sole responsibility shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to be for the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, safekeeping and disbursement of the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent Amount in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation implied duties or obligations and shall not be charged with knowledge or notice of any person, other than as provided hereinfact or circumstance not specifically set forth herein or in any notice given to it under this Agreement in accordance with Section 12 hereof. The Escrow Agent shall be under no liability entitled to anyone by reason rely upon and shall be protected in acting upon any request, instructions, statement or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any failure on information contained therein, which the part Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or Parties purporting to sign the same and to conform to the provisions of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or to commence any proceeding in connection with the Escrow Amount, any account in which the Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other party hereto agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any makerliability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Escrow Agent shall have no obligations or responsibilities in connection with the Merger Agreement, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23agreement between the Parties, the Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the lawother than this Agreement.

Duties of the Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agentliable as a depository only. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, and responsibilities of the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties hereunder shall be determined solely by reference the express provisions of this Escrow Agreement. The Escrow Agent undertakes to this Agreementperform only such duties as are expressly set forth herein and no further duties or responsibilities shall be implied. The Escrow Agent shall have no duty to enforce solicit any obligation of any person, other than as provided hereinpayments that may be due to it hereunder. The Escrow Agent shall not be under no liability liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct caused a loss to anyone by reason of any failure on the part of any other party hereto Buyer or any maker, endorser or other signatory Seller. In the administration of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23this Escrow Agreement and the Escrow Account hereunder, the Escrow Agent may execute any of its powers and Processing perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall keep strictly confidential all information sent not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. The Escrow Agent shall not be liable for any mistake of fact or error in judgment, or for any act or failure to act of any kind taken in good faith and believed by it to be authorized or within the rights or powers conferred by this Escrow Agreement, unless such material is required act or failure to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request act has been determined by a regulatory organization having authority pursuant court of competent jurisdiction to constitute willful misconduct or gross negligence that caused a loss to the lawBuyer or any Seller, as the case may be.

Duties of the Escrow Agent. (a) The Escrow Agent shall maintain, control and safeguard the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund and the Reimbursement Fund during the term of this Agreement and shall cause the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund and the Reimbursement Fund to be held, administered and disposed of only in accordance with the terms hereof. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no duties or responsibilities liability under and, except as expressly required by Section 18(d) hereof, no duty to inquire as to the provisions of any agreement other than those expressly set forth in this Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and no implied duties believed by it to be genuine and to have been signed or obligations shall be read into this Agreement against presented by the Escrow Agentproper party or parties. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant be under no duty to this Escrow Agreementinquire into or investigate the validity, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction accuracy or content of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreementdocument. The Escrow Agent shall have no duty to enforce solicit any obligation of any personpayments which may be due to it or to the Securities Holders’ Indemnity Fund, other than as provided hereinthe Net Working Capital Adjustment Fund or the Reimbursement Fund. The Escrow Agent shall not be under no liability liable for any action taken or omitted by it in good faith except to anyone by reason the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any failure on loss to Netsmart and/or the part Securities Holders. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other party hereto skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any makersuch counsel, endorser accountants or other signatory of any document or any other person to perform such person’s obligations under any such documentskilled persons. Except as otherwise set forth in Section 23, In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and Processing Agent its sole obligation shall be to keep strictly confidential safely all information sent to property held in escrow until it unless such material is required to shall be disclosed pursuant to any applicable law, regulation, judicial directed otherwise in writing by all of the other parties or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant final order or judgment of a court of competent jurisdiction. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the lawperformance of any of its duties or the exercise of any of its rights or powers hereunder. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Duties of the Escrow Agent. (a) The Escrow Agent shall have no duties not be -------------------------- accountable with respect to the validity or responsibilities other than those expressly set forth in this Agreement, value or any Escrowed Property and no implied duties or obligations shall be read into this Agreement against the Escrow AgentAgent makes no representation or warranty with respect thereto. The Escrow Agent shall at all times materially not be responsible for any failure of the Company to comply with applicable laws any of the covenants of the Company contained in performing its this Agreement. The Escrow Agent shall be obligated to perform only such duties pursuant as are specifically set forth in the Indenture and this Agreement. The Escrow Agent shall not be liable for any action taken, omitted or suffered by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Escrow Agreement, except and may conclusively rely and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel or upon any certificate, request or other document reasonably believed by it to be genuine and to have been signed or presented by the extent proper party or parties. Without limiting the generality of the foregoing, it is expressly agreed that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, the Escrow Agent shall not be deemed responsible for any governmental approvals which may be required in compliance connection with the foregoing and protected in relying upon the written direction issuance or delivery of the Company and Escrowed Property. The Escrow Agent shall have no independent obligation not be required to evaluate whether an act or omissiontake any action hereunder which, in response the opinion of its counsel, would be contrary to law. The Escrow Agent shall not be under any duty hereunder to pay out or distribute any cash or other property to any person unless such written instruction cash or otherwise taken other property has been received by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference pursuant to this Agreement. The Escrow Agent is exclusively the agent, custodian and bailee of the Trustee as secured party for the benefit of the Trustee and the Holders, such that the Trustee shall have no duty to enforce any obligation be deemed in possession of any personthe Escrowed Property and of the proceeds and investments of such Escrowed Property as required by Sections 9-305, other than 8-313 and 8-321, of the Uniform Commercial Code of the State of New York, as provided hereinin effect on the date hereof, unless otherwise released or disbursed in accordance with the provisions of this Agreement. The Escrow Agent shall be under no liability agrees to anyone by reason accept, hold and keep the Escrowed Property as agent, custodian and bailee solely for the Trustee as secured party for the benefit of any failure the Trustee and the holders of the Securities separate and apart on the part books and records of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, the Escrow Agent from any other property of the Company or the Trustee which the Escrow Agent may hold and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant identify the Escrowed Property as being subject to the lawLien in favor of the Trustee and the holders of the Securities, all in accordance with the terms and conditions of this Agreement.

Duties of the Escrow Agent. The (a) Notwithstanding anything herein to the contrary, the Escrow Agent shall have no duties retain and promptly dispose of all or responsibilities other than those expressly any part of the Escrow Fund in accordance with this Agreement. The reasonable fees and expenses of the Escrow Agent in connection with its execution and performance of this Agreement as set forth in this Agreement, and no implied duties or obligations on Schedule 1 hereto shall be read into borne by Darlington and shall be due and payable upon the signing of this Agreement against and on the Escrow Agentfirst day of each subsequent year during which this Agreement remains in effect. The Escrow Agent shall at not be liable for any act or omission to act under this Agreement, including any and all times materially comply with applicable laws in performing claims made against the Escrow Agent as a result of its duties pursuant holding the Escrow Fund, except for its own gross negligence or willful misconduct. The Company and Darlington, jointly and severally, shall indemnify and hold harmless the Escrow Agent from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including, but not limited to, reasonable attorneys' fees and costs)(the "Damages") claimed against or incurred by the Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement, except acts of gross negligence or willful misconduct. The Escrow Agent may decline to the extent that act and shall not be liable for failure to so comply does not have a material adverse impact on the services furnished act if in doubt as to Company pursuant its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, other than the Separation Agreement; provided further. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be deemed in compliance with entitled to refrain from taking any action other than to keep safely the foregoing and protected in relying upon the Escrow Fund until it shall (i) receive written direction of instructions signed by the Company and shall have no independent obligation to evaluate whether an act Darlington or omission, in response to any such written instruction or (ii) is directed otherwise taken by the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, the Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the lawcourt of competent jurisdiction.

Duties of the Escrow Agent. The Escrow Agent shall will have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into imposed on it under this Agreement against the Escrow Agentand will not be liable for any act or omission except for its own gross negligence or willful misconduct. The Escrow Agent shall at all times materially comply under no circumstance be deemed a fiduciary for any of the Investors, FCS, Xxx-Xxxxxxx or the Company. The Escrow Agent may act upon any instrument, certificate or other writing that it believes in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent may consult with applicable laws counsel of its own choice and will be fully protected for any action taken by it hereunder in performing its duties pursuant to good faith and in accordance with the advice of such counsel. Anything in this Escrow Agreement, except Agreement to the extent contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits). In the event that failure (a) any dispute shall arise between any of the Escrow Agent, Company, Investors, Xxx-Xxxxxxx or FCS with respect to so comply does the disposition, disbursement or ownership of any of the Escrow Funds held hereunder or (b) the Escrow Agent shall be uncertain as to how to proceed in a situation not have a material adverse impact on explicitly addressed by the services furnished to terms of this Agreement whether because of conflicting demands by the Investors, FCS, Xxx-Xxxxxxx or the Company pursuant to this Escrow Agreement; provided furtheror otherwise, or as the result of any bankruptcy of the Company, the Escrow Agent shall be deemed in compliance with the foregoing entitled to refrain from taking any action and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by may retain the Escrow Agent in accordance with Funds, without liability to anyone, until the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation received (i) joint written instructions of any personthe Company, other than each of the Investors, Xxx-Xxxxxxx, or FCS as provided herein. The the Escrow Agent may reasonably require, directing the disposition of the Escrow Funds or adequately resolving the uncertainty or (ii) a final non-appealable order of a court of competent jurisdiction directing the disposition of the Escrow Funds or adequately resolving the uncertainty along with, if the Escrow Agent shall be under no liability so require in its sole discretion, a written certification from the Company that such order is final, non-appealable and from a court of competent jurisdiction. In the alternative, upon a dispute or uncertainty pursuant to anyone by reason of any failure on the part of any other party hereto clause (a) or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23(b) above, the Escrow Agent may, at its sole option, deposit the Escrow Funds with a court of competent jurisdiction and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial thereupon have no further duties or administrative order, decree obligations in connection therewith or subpoena, or request by a regulatory organization having authority pursuant to the lawunder this Agreement.

Duties of the Escrow Agent. 6.1 The Escrow Agent’s sole duties hereunder shall be to hold the Escrow Funds and any monies received or accrued with respect thereto, to make payments and deliver funds in accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. The Escrow Agent shall not be liable for any action or step taken or omitted by it in good faith or for anything which it may do or refrain from doing in connection herewith, except for its own wilful misconduct or negligence. The Escrow Agent may act upon any notice, certificate, instrument, request, paper or other document reasonably believed by it to be genuine or to have no duties been made, sent, signed, prescribed or responsibilities other than those expressly set forth in this Agreementpresented by the proper person or persons, and accordingly the Escrow Agent (i) shall incur no implied duties liability for, or obligations in respect of, any action taken, or omitted, by it in such reliance; and (ii) shall be read into this Agreement against held harmless from anything suffered by it because of such reliance, except in the event of bad faith, wilful misconduct or negligence of the Escrow Agent. The Escrow Agent shall at all times materially comply with applicable laws be under no obligation to commence or defend any action, suit or legal proceeding in performing connection herewith, unless indemnified to its duties pursuant reasonable satisfaction by the Party or Parties requesting that it undertake such action. The Parties, severally and not jointly, undertake to this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, reimburse and indemnify the Escrow Agent shall be deemed in compliance with the foregoing for all and protected in relying upon the written direction of the Company any losses, costs, expenses, liabilities, claims, actions or demands including reasonable court and shall have no independent obligation to evaluate whether an act or omissionlegal costs duly documented, in response to any such written instruction or otherwise taken by which the Escrow Agent has incurred in accordance connection with the express terms of the Escrow Agreement, complies with applicable securities exclusion of all and any losses, costs, expenses, liabilities, claims, actions or other laws. The Escrow Agent is not a party todemands that have resulted from, or bound byarisen in connection with, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to negligence, wilful misconduct, or infringement of the provision of law or of this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any other party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, the Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the law.

Duties of the Escrow Agent. The Escrow Agent Agent's duties and responsibilities in connection with this Escrow Agreement shall have no duties or responsibilities other than be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow AgentAgent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall at all times materially comply with applicable laws is not a principal, participant or beneficiary in performing its duties pursuant to any transaction underlying this Escrow Agreement, except to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided further, the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company Agreement and shall have no independent obligation duty to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by inquire beyond the Escrow Agent in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other lawsand provisions hereof. The Escrow Agent is not a party to, or and is not bound by, any agreement or other agreement among document out of which this Escrow Agreement may arise, including without limitation the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation Agreement of any person, other than as provided hereinSettlement. The Escrow Agent shall be under no liability to anyone any Party by reason of any failure on the part of any other party hereto Party or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s 's obligations under any such document. Except The Escrow Agent shall have no duty or obligation of any kind in connection with this Escrow Agreement or the Escrow Fund and shall not be required to deliver the Escrow Fund or any part thereof or to take any action with respect to any matters that might arise in connection therewith, other than to receive, hold and deliver the Escrow Fund as otherwise provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed by the Parties hereto that the Escrow Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibilities with respect to the Escrow Fund other than set forth in Section 23, this Escrow Agreement. It is the intention of the Parties hereto that the Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights or powers hereunder. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the Parties hereto under state or federal law and Processing the Escrow Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant not have any fiduciary obligations or duties to any applicable law, regulation, judicial person or administrative order, decree entity in connection with this Escrow Agreement or subpoena, or request by a regulatory organization having authority pursuant to the lawotherwise.

Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall at all times materially comply with applicable laws in performing its duties pursuant to this Escrow Agreement, except (a) Notwithstanding anything herein to the extent that failure to so comply does not have a material adverse impact on the services furnished to Company pursuant to this Escrow Agreement; provided furthercontrary, the Escrow Agent shall be deemed in compliance with the foregoing retain and protected in relying upon the written direction promptly dispose of all or any part of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent Fund in accordance with the express terms of the Escrow Agreement, complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty not be liable for any act or omission to enforce act under this Agreement, including any obligation and all claims made against the Escrow Agent as a result of its holding the Escrow Fund, except for its own gross negligence or willful misconduct. ProCare and Pledgor, jointly and severally, shall indemnify and hold harmless the Escrow Agent from and against any personand all claims, other than as provided hereinlosses, costs, liabilities, damages, suits, demands, judgments or expenses (including, but not limited to, reasonable attorneys' fees)(the "Damages") claimed against or incurred by the Escrow Agent arising out of or related, directly or indirectly, to this Agreement, except acts of gross negligence or willful misconduct. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be under no liability determined only with reference to anyone by reason this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any failure on the part of duties or responsibilities in connection with any other party hereto or any maker, endorser or other signatory of any document or any other person agreement, including, but not limited to, the Purchase Agreement. In the event that the Escrow Agent shall be uncertain as to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23its duties or rights hereunder, the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Fund until it shall (i) receive written instructions signed by ProCare and Processing Agent shall keep strictly confidential all information sent to it unless such material Pledgor or (ii) is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request directed otherwise by a regulatory organization having authority pursuant to the lawcourt of competent jurisdiction.