Common use of DUTY AND LIABILITY OF THE ESCROW AGENT; INDEMNIFICATION Clause in Contracts

DUTY AND LIABILITY OF THE ESCROW AGENT; INDEMNIFICATION. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Aggregate Purchase Price and hold it subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Issuer is complying with requirements of this Agreement in tendering to the Escrow Agent the Aggregate Purchase Price. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the Issuer. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Issuer and the Purchaser, jointly and severally, hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the willful misconduct of the Escrow Agent. The Escrow Agent may consult counsel in respect of any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.

DUTY AND LIABILITY OF THE ESCROW AGENT; INDEMNIFICATION. (a) The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Aggregate Purchase Price said funds and hold it them subject to release, in accordance herewithwith the written instructions of Title, the Company or the Note Trustee, and the Escrow Agent shall be under no duty to determine whether the Issuer any party hereto is complying with requirements of this Agreement any offering document, in tendering proceeds or monies to the Escrow Agent or in properly releasing any escrowed proceeds. No implied covenants or obligations shall be inferred from this Agreement against the Aggregate Purchase PriceEscrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. (b) Neither the Escrow Agent nor its officers, directors, employees, agents, subsidiaries, or affiliates shall be liable hereunder except for the gross negligence or willful misconduct of any of them, and the Company agrees to indemnify the Escrow Agent and its officers, directors, employees, agents, subsidiaries, and affiliates for and hold it harmless against any loss, damage, claim, charge, liability, or expense, including attorney’s fees, incurred and arising out of or in connection with this Escrow Agreement or any acts or inactions of the Company, but only if and to the extent the same is not due to the gross negligence of willful misconduct of the Escrow Agent or any of its officers, directors, employees, agents, subsidiaries, or affiliates. (c) Escrow Agent shall be entitled to rely upon any certification, instruction, notice or other writing delivered to it by or on behalf of any party hereto without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may conclusively rely upon and shall be protected act in acting reliance upon any statement, certificate, notice, request, consent, order instrument comporting with the provisions of this Escrow Agreement or other document signature believed by it it, without independent investigation, to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (d) Except as set forth in Section 1, the Escrow Agent does not have been signed any interest in the Deposited Funds or presented Escrowed Funds, but is serving as escrow holder only and has only possession thereof. (e) In the event of any dispute between or conflicting claims by the Issuer. The or between any party to this Agreement and/or any other person or entity with respect to any Deposited Funds or Escrowed Funds, and for so long as such dispute or conflict shall continue, Escrow Agent shall have no duty not be or liability become liable in any way to verify any the Company, SHL or Title for its failure or refusal to comply with such statementconflicting claims, certificate, notice, request, consent, order demands or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreementinstructions. The Escrow Agent shall be under no obligation entitled to institute refuse to act until, at its sole option, either such conflicting or defend any actionadverse claims or demands shall have been finally determined in a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing, suit or proceeding in connection with this Agreement unless first indemnified acceptable to its satisfaction. The Issuer and the Purchaser, jointly and severally, hereby indemnify and hold harmless the Escrow Agent in the Escrow Agent’s sole discretion, or the Escrow Agent shall have received security or an indemnity acceptable to the Escrow Agent in the Escrow Agent’s sole discretion sufficient to hold the Escrow Agent harmless from and against any and all losslosses, liabilityliabilities, cost, damage and expense, including, without limitation, reasonable attorneys' fees, or expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the willful misconduct of the Escrow Agentits acting. The Escrow Agent may consult counsel may, in respect of any question arising under this Agreement and addition, elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the Escrow Agent shall not may deem appropriate. (f) The Escrow Agent may resign and be liable for discharged from its duties hereunder at any action taken or omitted in good faith upon advice time by giving notice of such counselresignation to the Company, SHL and Title specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, a successor escrow agent shall be appointed by the Company, such successor escrow agent to become Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the escrow.

DUTY AND LIABILITY OF THE ESCROW AGENT; INDEMNIFICATION. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Aggregate Purchase Price funds hereunder and hold it them subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Issuer Company or any Participating Dealer is complying with the requirements of this Agreement in tendering to the Escrow Agent subscription funds tendered by subscribers to the Aggregate Purchase PriceUnits. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order order, or other document believed by it to be genuine and to have been signed or presented by the Issuerproper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order order, or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit suit, or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Issuer and the Purchaser, jointly and severally, hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the willful misconduct of the Escrow Agent. The Escrow Agent may consult with counsel in respect of any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.. The Company hereby indemnifies and holds harmless the Escrow Agent from and against, any and all loss, liability, cost, damage, and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim, or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim, or proceeding is the result of the [gross negligence or] willful misconduct of the Escrow Agent. The

DUTY AND LIABILITY OF THE ESCROW AGENT; INDEMNIFICATION. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Aggregate Purchase Price and the Stock Certificate and the Warrant and hold it them subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Issuer Company is complying with requirements of this Agreement in tendering to the Escrow Agent the Aggregate Purchase PriceAgreement. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the IssuerCompany. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Issuer Company and the Purchaser, jointly and severally, hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the willful misconduct of the Escrow Agent. The Escrow Agent may consult counsel in respect of any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.