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. 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.