Common use of Escrow Agent's Duties Clause in Contracts

Escrow Agent's Duties. The Escrow Agent will have only such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in nature, and no other duties will be implied. The Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions of this Agreement will control. The Escrow Agent may rely upon, and will not be liable for acting or refraining from acting in good faith upon, any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent reasonably believes to be genuine and to have been signed or presented by the proper persons, without inquiry, and without requiring substantiating evidence of any kind. The Escrow Agent will not be liable to the Buyer, the Sellers’ Representative, or any other person or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11. The Escrow Agent has no duty to inquire into, or investigate, the validity, accuracy, or content of any such document, notice, instruction, or request. The Escrow Agent has no duty to solicit any payments that may be due it or the Escrow Fund, including, without limitation, the Escrow Amount, nor will the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it under this Agreement.

Escrow Agent's Duties. The Escrow Agent will have shall be obligated only for the performance of such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will be implied. The as set forth in any additional written escrow instructions which the Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions date of this Agreement will control. The Escrow Agent which are signed by an officer of Parent and by the Shareholder Representative, and may rely upon, and will not shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed to be genuine and to have been signed or presented by the proper persons, without inquiryparty or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and without requiring substantiating any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of any kindsuch good faith. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law and arbitrator's decision, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court or arbitrator. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (A) any act or failure to act made or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement of affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with performing the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent may rely on the signatures contained herein as the specimen signatures of the parties, until changed in writing by a certificate to the Escrow Agent from the party so changing. If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and the Escrow Amount and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, may be required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for damages. Furthermore, the Escrow Agent may at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and the Escrow Amount held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the Buyerinterpleader action and which Parent agrees to pay. Upon initiating such action, the Sellers’ Representative, or any other person or entity for refraining, in good faith, Escrow Agent shall be fully released and discharged of and from acting upon any instruction setting forth, claiming, containing, objecting to, or related to all obligations and liability imposed by the transfer or distribution terms of this Agreement. Parent shall indemnify and hold the Escrow FundAgent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or any portion thereof, unless such instruction has been delivered to incurred by the Escrow Agent in accordance connection with Section 11 and the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter, other than those arising out of the negligence or willful misconduct of the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11Agent. The Escrow Agent has may resign at any time upon giving at least thirty (30) days written notice to the Parent and the Shareholder Representative; provided, however, that no duty such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: Parent and the Shareholder Representative shall use their reasonable efforts to inquire into, or investigate, mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the validity, accuracy, or content of any Stockholder Representative and Parent fail to agree upon a successor escrow agent within such document, notice, instruction, or request. The Escrow Agent has no duty to solicit any payments that may be due it or the Escrow Fund, including, without limitationtime, the Escrow AmountAgent shall have the right to appoint a successor escrow agent authorized to do business in the State of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, nor will without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon appointment of a successor escrow agent, the Escrow Agent have shall be discharged from any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it further duties and liability under this Agreement.

Escrow Agent's Duties. The Parent and the Company Shareholders acknowledge and agree that Escrow Agent will have (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for the performance of such duties as are specifically and expressly provided set forth in this Agreement, Agreement and as set forth in any additional written escrow instructions which duties will be deemed purely ministerial in nature, and no other duties will be implied. The Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions date of any other agreement, instrument, or document, this Agreement that are signed by and between the Buyer an officer of Parent and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor Company Shareholders; (ii) shall not be required obligated to determine whether take any person legal or entity has complied other action hereunder which might in its reasonable judgment involve expense or liability unless it shall have been furnished with any Underlying Agreement, nor indemnity reasonably acceptable to it; and (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions of this Agreement will control. The Escrow Agent may rely upon, on and will not shall be liable for protected in acting or refraining from acting in good faith upon, upon any written notice, document, instruction, instrument, statement, request or request document furnished to the Escrow Agent under this Agreement that the Escrow Agent it hereunder and reasonably believes believed by it to be genuine and to have been signed or presented by the proper persons, without inquiryperson, and without requiring substantiating evidence shall have no responsibility for determining the accuracy thereof. Escrow Agent is hereby expressly authorized to disregard any and all warnings, other than notices provided in accordance with Section 4 hereof, given by any of the parties hereto or by any other person, excepting only orders or process of courts of law or a written decision of any kindarbitrator pursuant to Section 4(d), and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court or written decision of any arbitrator. The In case Escrow Agent will obeys or complies with any such order, judgment or decree of any court or written decision of any arbitrator, Escrow Agent shall not be liable to any of the Buyer, the Sellers’ Representative, parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment, decree or entity decision being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for refraininghereunder. Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with Escrow Agent. Neither Escrow Agent nor any of its directors, officers or employees shall be liable to anyone for any action taken or omitted to be taken by it or any of its directors, officers or employees hereunder except in good faiththe case of gross negligence, bad faith or willful misconduct. Subject to Section 6(g) below, Parent and the Company Shareholders (collectively, the "Indemnifying Parties") covenant and agree to jointly and severally indemnify Escrow Agent and hold it harmless from acting upon and against any instruction setting forthfee, claimingloss, containingliability or expense (including reasonable attorney's fees and expenses) (a "Loss") incurred by Escrow Agent arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement or with the administration of its duties hereunder, objecting tounless such Loss shall arise out of or be caused by Escrow Agent's gross negligence, bad faith or willful misconduct; provided, however, that indemnification for Escrow Agent's standard fees and expenses set forth on the fee schedule attached hereto as Exhibit 2 shall be shared equally by Parent and the Company Shareholders; and provided further that the indemnity agreement contained in this Section 6(e) shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of Parent and the Company Shareholders; and provided further that the proceeds of any sale of Escrow Shares by the Escrow Agent pursuant to Section 4(e) shall be applied towards the Escrow Agent's expenses in connection with such sale. Notwithstanding Section 7 below, to the extent that Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, Escrow Agent shall satisfy such liability to the extent possible from the Escrow Fund. Subject to Section 6(g) below, Indemnifying Parties agree to jointly and severally indemnify and hold Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against Escrow Agent on any payment or other activities under this Agreement unless any such tax, addition for late payment, interest, penalty or other expense shall arise out of or be caused by the actions of, or related a failure to act by, Escrow Agent. No distributions will be made to the transfer Company Shareholders unless Escrow Agent is supplied by them with an original, signed Form W-9 or distribution its equivalent prior to distribution. Notwithstanding the joint and several nature of the obligations of Indemnifying Parties under Section 6(e) and 6(f), the Company Shareholders' total collective share of the liability for indemnification of Escrow Agent under Sections 6(e) and 6(f) hereof (the "Indemnification Liability") shall in no event exceed the value of the Escrow Fund then available to pay such liability. Any and all amounts to be paid by the Company Shareholders for their share of the Indemnification Liability shall be payable only out of the Escrow Fund. Subject to the foregoing, each of the Indemnifying Parties shall contribute to the Indemnification Liability in such proportion as is appropriate to reflect the relative fault of each individual Indemnifying Party, including up to all such Indemnification Liability in the case of any tax liability arising from failure to provide correct information with respect to any taxes pursuant to Section 6(f) above. In all cases where there is no such basis for allocating contribution for such Indemnification Liability or except as otherwise provided in Section 6(e), one half of the total Indemnification Liability shall be paid out of the Escrow Fund and allocated pro rata among each of the Company Shareholders according to their Proportionate Interest, and one half of the total Indemnification Liability shall be paid by Parent. Escrow Agent shall notify each Indemnifying Party by letter, or by telephone or telecopy confirmed by letter, of the receipt by Escrow Agent of a written assertion of a claim against Escrow Agent or the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the action commenced against Escrow Agent in accordance with Section 11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11. The Escrow Agent has no duty to inquire into, or investigate, the validity, accuracy, or content of any such document, notice, instruction, or request. The Escrow Agent has no duty to solicit any payments that may be due it or the Escrow Fund, includingwithin fifteen (15) business days after Escrow Agent's receipt of written notice of such claim. Escrow Agent may resign at any time upon giving at least 30 days' prior written notice to Parent and the Company Shareholders; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Company Shareholders shall use their best efforts to mutually agree upon a successor agent within 30 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, Parent, with the consent of the Company Shareholders, which shall not be unreasonably withheld, shall have the right to appoint a successor escrow agent authorized to do business in California. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed Escrow Agent hereunder and it shall without limitationfurther acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as Escrow Agent. If no successor escrow agent is named, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Thereafter, the predecessor Escrow AmountAgent shall be discharged from any further duties and liabilities under this Agreement. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, nor will plus any costs and expenses the Escrow Agent have shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement, and Parent shall reimburse each Company Shareholder for half of its Proportionate Interest in any duty cost or obligation expense in respect of which such amounts are withheld. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to confirm which all or verify substantially all the accuracy escrow business of the Escrow Agent's corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. The provisions of Sections 6(e) and 6(f) shall survive the resignation or correctness removal of any amounts deposited with it under Escrow Agent or the termination of this Agreement.

Escrow Agent's Duties. (i) The Escrow Agent will have shall be obligated only for the performance of such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will be implied. The as set forth in any additional written escrow instructions which the Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions date of this Agreement will control. The Escrow Agent which are signed by an officer of Parent and the Shareholder Representative, and may rely upon, and will not shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed to be genuine and to have been signed or presented by the proper persons, without inquiry, and without requiring substantiating evidence of any kindparty or parties. The Escrow Agent will shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (ii) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law or of the arbitrator(s) appointed pursuant to Schedule 7.3(a)(ii), and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court or of the arbitrator(s) appointed pursuant to Schedule 7.3(a)(ii). In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court or of the arbitration panel appointed by Schedule 7.3(a)(ii), the Escrow Agent shall not be liable to any of the Buyer, the Sellers’ Representative, parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or entity decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for refraininghereunder. (iv) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (v) In performing any duties under the Agreement, in good faiththe Escrow Agent shall not be liable to any party for damages, from acting upon any instruction setting forth, claiming, containing, objecting tolosses, or related to expenses, except for negligence or willful misconduct on the transfer or distribution part of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11Agent. The Escrow Agent has no duty to inquire into, or investigate, the validity, accuracy, or content of shall not incur any such documentliability for any action taken or omitted in reliance upon any instrument, notice, instruction, or request. The including any written statement of affidavit provided for in this Agreement that the Escrow Agent has no duty shall in good faith believe to solicit any payments that may be due it or the Escrow Fund, including, without limitation, the Escrow Amountgenuine, nor will the Escrow Agent have any duty be liable or obligation to confirm responsible for forgeries, fraud, impersonations, or verify determining the accuracy or correctness scope of any amounts deposited representative authority. In addition, the Escrow Agent may consult with it the legal counsel in connection with Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.. 47

Escrow Agent's Duties. The Escrow Agent will have shall be obligated only for the performance of such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will be implied. The Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative as set forth in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from written escrow instructions which the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions of this Agreement will control. The Escrow Agent may rely uponreceive after the date of the Agreement which are signed by an officer of Purchaser and the Representative, and will not may rely and shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed by it to be genuine and to have been signed or presented by the proper persons, without inquiryparty or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Parties hereby jointly and severally agree to indemnify and hold the Escrow Agent harmless from any and all liability, loss, cost, damage or expense, including reasonable attorneys' fees incurred or suffered as a result of the performance of its duties under this Agreement. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto (other than notices pursuant to Sections 7.6 and 7.7) or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without requiring substantiating evidence jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to Purchaser and the Representative. Thereafter, the Escrow Agent shall be discharged from any further duties and liabilities under the Agreement. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with it and shall be fully protected in acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. It may consult with counsel and shall be fully protected in any action taken in good faith in accordance with such advice. It shall not be required to institute legal proceedings of any kind. The Escrow Agent will may take any and all such actions as Escrow Agent deems necessary or desirable, in its exclusive discretion, to discharge and terminate its duties under this Agreement, including (but not be liable to limited to) delivery of the Buyer, Escrow Fund into any court and the Sellers’ Representative, bringing of an action or interpleader or any other person proceeding which Escrow Agent deems appropriate. In the event of litigation between or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, among some or related to the transfer or distribution all of the parties hereto, Escrow Fund, or any portion thereof, unless such instruction has been delivered to Agent may deposit the Escrow Agent Fund with the clerk of the court in accordance with Section 11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11. The Escrow Agent has no duty to inquire into, or investigate, the validity, accuracy, or content of which any such document, notice, instruction, or request. The Escrow Agent has no duty to solicit any payments that may be due it or the Escrow Fund, including, without limitation, the Escrow Amount, nor will the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it under this Agreementlitigation is pending.

Escrow Agent's Duties. The Escrow Agent will have shall be obligated only for the performance of such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will be implied. The as set forth in any additional written escrow instructions which the Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions date of this Agreement will control. The Escrow Agent which are signed by an officer of Parent and the Stockholders’ Representatives, and may rely upon, and will not shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed to be genuine and to have been signed or presented by the proper persons, without inquiryparty or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and without requiring substantiating any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of any kindsuch good faith. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, and is hereby expressly authorized to comply with and obey any final non-appealable orders, judgments or decrees of any court or of the arbitrator(s). In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court or of the arbitration panel, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. In performing any duties under the Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for any action taken or omitted in reliance upon any instrument, including any written statement of affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him, her or it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement; provided such determination or verification is in good faith. If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to resolve the controversy or to take any action regarding it. The Escrow Agent may hold all documents and the Escrow Fund and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may reasonably require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable to the Buyerfor any damages. Furthermore, the Sellers’ Representative, or any other person or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 may at its option, file an action of interpleader requiring the parties to answer and the Escrow Agent has been able to satisfy litigate any applicable security procedures as may be required under Section 11claims and rights among themselves. The Escrow Agent has no duty is authorized to inquire intodeposit with the clerk of the court all documents and the Escrow Fund held in escrow, or investigateexcept all costs, expenses, charges and reasonable attorney’s fees incurred by the Escrow Agent due to the interpleader action and which the parties jointly and severally agree to pay. Upon initiating such action, the validityEscrow Agent shall be fully released and discharged of and from all obligations and liability by the terms of this Agreement. The parties and their respective successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, accuracyclaims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or content incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any such document, notice, instruction, litigation or requestarbitration arising from this Agreement or involving its subject matter other than arising out of its negligence or willful misconduct. The Escrow Agent has may resign at any time upon giving at least thirty days written notice to the parties; provided, however, that no duty such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the parties shall use their best efforts to solicit any payments that may be due it or mutually agree on a successor escrow agent within thirty days after receiving such notice. If the Escrow Fund, including, without limitationparties fail to agree upon a successor escrow agent within such time, the Escrow AmountAgent shall have the right to appoint a successor escrow agent authorized to do business in the State of Delaware. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, nor will without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as Escrow Agent. Upon appointment of a successor escrow agent, the Escrow Agent have shall be discharged from any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it further duties and liability under this Agreement.

Escrow Agent's Duties. Escrow Agent’s duties and responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement. Escrow Agent is not a principal, participant, or beneficiary in any transaction underlying this Escrow Agreement and shall have no duty to inquire beyond the terms and provisions of the Escrow Agreement except as specifically provided herein. Escrow Agent shall have no responsibility 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 take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, invest, reinvest, and deliver the Escrow Fund as herein provided. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the parties hereto that Escrow Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility and, accordingly, shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Parent, Merger Sub, Target, the Target Shareholders, or any of them. Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, as provided below, its own willful misconduct or gross negligence. It is the intention of the parties hereto that Escrow Agent shall not 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 and powers hereunder. The Escrow Agent will have undertakes to perform only such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in nature, set forth herein and no other duties will shall be implied. The Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or shall have any requirements no liability under and no duty to comply with, inquire as to the terms and conditions provisions of any agreement other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with than this Escrow Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions of this Agreement will control. The Escrow Agent may rely upon, upon and will shall not be liable for acting or refraining from acting in good faith upon, upon any written notice, document, instruction, instruction or request furnished to the Escrow Agent under this Agreement that the Escrow Agent reasonably believes it hereunder and believed by it to be genuine and to have been signed or presented by the proper persons, without inquiry, and without requiring substantiating evidence of any kindparty or parties. The Escrow Agent will not shall be liable to the Buyer, the Sellers’ Representative, or any other person or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required under Section 11. The Escrow Agent has no duty to inquire into, into or investigate, investigate the validity, accuracy, accuracy or content of any such document, notice, instruction, or request. The Escrow Agent has shall have no duty to solicit any payments that which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the cause of any loss to Parent, Target, the Target Shareholders’ Representative or any of the Target Shareholders. 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 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 such counsel, accountants or other skilled persons. 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 hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by Parent and the Target Shareholders’ Representative or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any lost profits, lost savings, or other special, exemplary, consequential, or incidental damages in excess of Escrow Agent’s fee hereunder; and provided, further, however, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) acts of God, force majeure, including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes or other differences with employees; (b) the act, failure, or neglect of any other party or any agent or correspondent or any other person selected by Escrow Agent; (c) any delay, error, omission, or default of any mail, courier, or telecopies operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement and any part hereof, for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or the form or execution hereof, or for the identity or authority of any person executing this Escrow Agreement or any part hereof, or for depositing the Escrow Amount, nor will the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it under this AgreementFund.

Escrow Agent's Duties. (i) The Escrow Agent will have shall be obligated only for the performance of such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will be implied. The as set forth in any additional written escrow instructions which the Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions date of this Agreement will control. The Escrow Agent which are signed by an officer of Parent and the Securityholder Agent, and may rely upon, and will not shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed to be genuine and to have been signed or presented by the proper persons, without inquiryparty or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and without requiring substantiating any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (ii) The Escrow Agent is hereby expressly authorized to disregard any kindand all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being 50 56 subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (iv) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (v) In performing any duties under the Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (A) any act or failure to act made or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement of affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with the legal counsel in connection with Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. (vi) If any controversy arises between the Parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and shares of Parent Common Stock and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may be required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable to the Buyerfor damage. Furthermore, the Sellers’ Representative, or any other person or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 may at its option, file an action of interpleader requiring the Parties to answer and the Escrow Agent has been able to satisfy litigate any applicable security procedures as may be required under Section 11claims and rights among themselves. The Escrow Agent has no duty is authorized to inquire intodeposit with the clerk of the court all documents and shares of Parent Common Stock held in escrow, or investigateexcept all cost, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Parties jointly and severally agree to pay. Upon initiating such action, the validityEscrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. (vii) Parent agrees to indemnify and hold Escrow Agent harmless against any and all losses, accuracyclaims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or content incurred by Escrow Agent in connection with the performance of his/her duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter other than arising out of its negligence or willful misconduct. 51 57 (viii) The Escrow Agent may resign at any time upon giving at least thirty (30) days' written notice to Parent and the Securityholder Agent; provided, however, that no such documentresignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the Parties shall use their reasonable best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the Parties fail to agree upon a successor escrow agent within such time, noticethe Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the state of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, instructionwithout further acts, or requestbe vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent has no duty to solicit shall be discharged from any payments that may be due it or the Escrow Fund, including, without limitation, the Escrow Amount, nor will the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it further duties and liability under this Agreement.. (k)

Escrow Agent's Duties. (a) The Escrow Agent will have shall be obligated to perform only such duties as are specifically and expressly provided in this Agreement, which duties will be deemed purely ministerial in natureset forth herein, and no other duties will as may be implied. The set forth in any additional written escrow instructions which the Escrow Agent will neither (i) be responsible for, or chargeable with, knowledge of, or have any requirements to comply with, may receive after the terms and conditions of any other agreement, instrument, or document, by and between the Buyer and the Sellers’ Representative in connection with this Agreement, including, without limitation, the Purchase Agreement and the Stockholders Agreement (each, an “Underlying Agreement”), nor (ii) be required to determine whether any person or entity has complied with any Underlying Agreement, nor (iii) have any additional obligations inferred from the terms of any Underlying Agreement even if reference to such Underlying Agreement is made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement by and between the Buyer and the Sellers’ Representative, the terms and conditions date of this Agreement will control. The Escrow Agent which are signed by an officer of Parent and the Company, and may rely upon, and will not shall be liable for acting protected in relying or refraining from acting in good faith upon, on any written notice, document, instruction, or request furnished to the Escrow Agent under this Agreement that the Escrow Agent instrument reasonably believes believed to be genuine and to have been signed or presented by the proper persons, without inquiryparty or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and without requiring substantiating any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (b) The Escrow Agent is hereby expressly authorized to disregard any kindand all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (c) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (d) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (e) In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken or omitted in reliance upon any instrument, including any written statement of affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, 3 6 impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with performing the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. (f) If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and Escrow Amounts and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may require, notwithstanding what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable to the Buyerfor damages. Furthermore, the Sellers’ Representative, or any other person or entity for refraining, in good faith, from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Fund, or any portion thereof, unless such instruction has been delivered to the Escrow Agent in accordance with Section 11 may at its option file an action of interpleader requiring the parties to this Agreement to answer and the Escrow Agent has been able to satisfy litigate any applicable security procedures as may be required under Section 11claims and rights among themselves. The Escrow Agent has no duty is authorized to inquire intodeposit with the clerk of the court all documents, or investigateexcept all cost, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the parties hereto severally agree to pay from the Escrow Account. Upon initiating such action, the validityEscrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. (g) The parties hereto and their respective successors and assigns agree jointly to indemnify and hold Escrow Agent harmless against any and all losses, accuracyclaims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or content incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any such document, notice, instruction, litigation arising from this Agreement or requestinvolving its subject matter other than arising out of its negligence or willful misconduct. (h) The Escrow Agent has may resign at any time upon giving at least thirty (30) days written notice to Parent and the Company; provided, however, that no duty such resignation shall become effective until the appointment of the successor escrow agent, which shall be accomplished as follows: the parties shall use their best efforts to solicit any payments that may be due it or mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the Escrow Fund, including, without limitationparties fail to agree upon a successor escrow agent within such time, the Escrow AmountAgent shall have the right to appoint a successor escrow agent authorized to do business in the State of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, nor will without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as Escrow Agent. Upon appointment of a successor escrow agent, the Escrow Agent have shall be discharged from any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it further duties and liability under this Agreement. (i) All fees of the Escrow Agent for performance of its duties hereunder shall be paid by Parent. Such fees and expenses shall be determined in accordance with the fee schedule attached hereto as Exhibit A. It is understood that the fees and usual charges agreed upon for services of the Escrow Agent shall be considered compensation for ordinary services as contemplated by this Agreement. In the event that the conditions of this Agreement are not promptly fulfilled, or if the Escrow Agent renders any service not provided for in this Agreement, or if the parties to this Agreement request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes 4 7 in, any litigation pertaining to the Escrow Account or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable and documented costs, attorney's fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation. Parent promises to pay these sums upon demand within a reasonable time period following such demand. 8.