Common use of Escrow Agent's Liability Clause in Contracts

Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

Escrow Agent's Liability. The Escrow Agent's ’s responsibilities and obligations and duties in connection herewith are confined under this Agreement shall terminate upon disbursement of the entire Deposit without any further act of the parties to those specifically enumerated in this Escrow Agreement. The Buyer and Seller acknowledge that Escrow Agent is acting solely as an escrowee at their request and for their convenience, that Escrow Agent as such escrowee shall not be in any manner liable deemed to be the agent of either Buyer or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing sameSeller, and the that Escrow Agent shall not be liable to either Buyer or Seller for any loss act or omission on its part with respect to the Deposit, if any, unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Escrow Agent assumes no liability except that may occur by reason of forgery, false representation expressed in this Agreement and shall have no responsibility or the exercise of its discretion in any particular manner liability to Buyer or Seller or their respective successors or assigns for any action taken by Escrow Agent in good faith upon receipt of any instrument or other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the writing believed by Escrow Agent to deliver any Shares or Subscription Agreements or be genuine and believed to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreementbe properly signed and presented. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound liable or responsible for the validity, enforceability or sufficiency of any documents furnished under this Agreement; nor shall Escrow Agent be responsible for any representation or statements of the parties, provided, however, that if Escrow Agent obtains actual knowledge of any misrepresentation in any documents furnished under this Agreement, it shall promptly notify the parties in writing. If any dispute arises with respect to the disbursement of the Deposit, Escrow Agent may, in its sole discretion, do one or more of the following: (a) perform its obligations in accordance with this Agreement; (b) continue to hold the Deposit until directed by written instructions from both the Buyer and Seller or a final judgment of a court with jurisdiction; or (c) commence an action in interpleader and in connection therewith remit the same to a court of competent jurisdiction pending resolution of such dispute. Buyer and Seller jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all liabilities, claims, demands, causes of action, loss, cost or expense (including without limitation reasonable attorneys’ fees either paid to retained attorneys), either at law or in equity, which may arise out of or are in any way affected by any Notice connected with Escrow Agent’s being a party to this Agreement or to its performance of any modificationits duties under this Agreement; provided, cancellationhowever, abrogation, or rescission of this that Buyer and Seller do not assume liability for and shall not indemnify Escrow Agreement, or of any fact or circumstance affecting or alleged to affect Agent in the rights or liabilities event of the parties hereto other than as in this Escrow Agreement set forth, willful misconduct or affecting or alleged to affect gross negligence on the rights or liabilities part of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

Escrow Agent's Liability. The Escrow Agent's obligations and Agent undertakes to perform such duties in connection herewith as are confined to those specifically enumerated set forth in this Escrow AgreementAgreement only, each of which are ministerial in nature, and shall have no duty under, or obligation to determine compliance with, any other agreement or document notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be in any manner liable or responsible except for the sufficiencyperformance of such duties as are specifically set forth in this Escrow Agreement, correctnessand no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be deemed to be a fiduciary and shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, genuineness direction, instruction, consent, statement or validity other document believed by it to be genuine and duly authorized, nor for any other action or inaction except for its own willful misconduct or negligence. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any instruments deposited with such document. The Escrow Agent shall have no duty to solicit any items that may be due to it or with reference to hereunder. In all questions arising under this Escrow Agreement, the form Escrow Agent may rely on the advice of execution thereof, or the identity, authority or rights of any person executing or depositing samecounsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by itanyone. The Escrow Agent shall not be bound required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages regardless of whether it shall be informed of the likelihood of such damages. Chordiant and the Sellers, jointly and severally, hereby agree to indemnify the Escrow Agent, it's officers, directors and employees for, and hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with its carrying out of its duties hereunder. Chordiant and the Sellers hereby agree among themselves that, as between them, any way affected such indemnification shall be shared equally between Chordiant on the one hand and the Sellers jointly and severally on the other hand, unless the indemnification arises in connection with a lawsuit between Chordiant and the Sellers, in which case such indemnification shall be borne entirely by any Notice the non-prevailing party in such lawsuit. This right of any modification, cancellation, abrogation, or rescission indemnification shall survive the termination of this Escrow Agreement, or and the resignation of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent. The costs and expenses of enforcing this right of indemnification shall also be paid by Chordiant. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given jointly by Chordiant and the Sellers' Agent. 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 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 all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

Escrow Agent's Liability. The Escrow Agent's obligations Agent undertakes to perform such duties and only such duties in connection herewith as are confined to those specifically enumerated set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent and shall have not be responsible for any agreements referred to or described herein, including, but not limited to, the Charter or the Indemnification Agreements. In the absence of bad faith, gross negligence or willful misconduct on its part, the Escrow Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Escrow Agent. The Escrow Agent shall not may act upon any instrument, certificate, opinion or other writing believed by it in good faith and without gross negligence to be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing samegenuine, and the Escrow Agent shall not be liable for any loss that may occur in connection with the performance by reason of forgery, false representation or the exercise it of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent duties pursuant to the provisions of this Escrow Agreement, except for its own bad faith, gross negligence or willful misconduct. The Escrow Agent may consult with counsel of its own choice at its own expense and shall use reasonable diligence in the performance of his obligations hereunderhave full and complete authorization and protection for any action taken, but shall not be liable for the default suffered or misconduct of any agent or attorney appointed omitted by it who is selected hereunder in good faith and in accordance with reasonable carethe opinion of such counsel. The Escrow Agent shall be fully protected with respect to may execute powers hereunder or perform any action taken duties hereunder either directly or suffered under this Escrow Agreement in good faith by itor through agents or attorneys. The Escrow Agent shall not be bound obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any way affected by any Notice of any modificationexpense or liability unless it shall have been furnished with acceptable indemnification. In no event shall the Escrow Agent be liable for indirect, cancellationpunitive or special or consequential damages or loss (including but not limited to lost profits) whatsoever, abrogation, or rescission of this even if the Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities Agent has been informed of the parties hereto other than as likelihood of such loss or damage and regardless of the form of action. Notwithstanding any term appearing in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; norcontrary, in no instance shall the case of a modification, unless such modification shall Escrow Agent be satisfactory required or obligated to distribute any Escrow Funds (or take any action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) business days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be.

Escrow Agent's Liability. The parties acknowledge that Escrow Agent's obligations Agent is acting solely as a stakeholder at their request and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The for their convenience, that Escrow Agent shall not be in any manner liable or responsible for deemed to be the sufficiency, correctness, genuineness or validity agent of any instruments deposited with it or with reference to either of the form of execution thereof, or the identity, authority or rights of any person executing or depositing sameparties, and the that Escrow Agent shall not be liable to either of the parties for any loss that may occur by reason of forgeryact or omission on its part unless taken or suffered in bad faith, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions disregard of this Escrow AgreementAgreement or involving gross negligence. The Escrow Agent shall use reasonable diligence exercise ordinary care with respect to the custody and delivery of the Deposit and interest and any other duties of Escrow Agent under this Agreement. Without limitation, Escrow Agent may assume, without verification, the genuineness of any signatures on any writings that are regular on their face and may maintain the Deposit and interest thereon in the performance of his obligations hereundera federally insured, but shall commingled trust account. Escrow Agent will not be liable for any act, omission, or failure of the default depository institution unless specifically authorized or misconduct directed by Escrow Agent. No provision of any agent this Agreement authorizes recovery of monetary damages, costs, expenses, or attorney appointed by it who is selected with reasonable careattorneys' fees from or against Escrow Agent. The Escrow Agent shall will have a reasonable period of time to comply with all further instructions received pursuant to this Agreement, which in all events will be fully protected not less than five (5) working days. Escrow Agent's sole duty of collection with respect to any action taken or suffered under this instrument payable to Escrow Agreement Agent is to present such instrument promptly for payment and to advise the parties promptly if it is not then collected in good faith by itthe ordinary course of banking business. The Escrow Agent shall not be bound or in any way affected by any Notice responsible for the performance of any modificationfinancial institution into which the Deposit is deposited. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, cancellationclaims and expenses, abrogationincluding reasonable attorneys' fees, incurred in connection with the performance by Escrow Agent of its duties hereunder, except with respect to actions or rescission omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Escrow Agreement, Agreement or involving gross negligence on the part of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his its obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

Escrow Agent's Liability. The It is expressly understood and agreed by ------------------------ the parties that (a) the duties of the Escrow Agent's obligations and duties , as herein specifically provided, are purely ministerial in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The nature; (b) the Escrow Agent shall not be responsible or liable in any manner liable whatsoever for, or responsible for have any duty to inquire into, the sufficiency, correctness, genuineness or validity of any instruments deposited with the notices it or with reference to the form of execution thereofreceives hereunder, or the identity, authority or rights of any person executing of the parties; (c) the Escrow Agent shall have no duties or depositing sameresponsibilities in connection with the Collateral, other than those specifically set forth in this Agreement and applicable law; (d) the Escrow Agent shall not be liable for incur any loss that may occur by reason of forgeryliability in acting upon any signature, false representation written notice, request, waiver, consent, receipt, or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence paper or willful misconduct. Nothing herein contained shall be deemed to obligate document believed by the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by be genuine; (e) the Escrow Agent pursuant may assume that any person purporting to have authority to give notices on behalf of any of the parties in accordance with the provisions of this Escrow Agreement. The hereof has been duly authorized to do so; (f) the Escrow Agent shall use reasonable diligence incur no liability whatsoever except for such resulting from its willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith in the performance of his obligations hereunder, but shall not be liable for its duties hereunder or in accordance with the default advice or misconduct opinion of any agent or attorney appointed counsel retained by it who is selected with reasonable care. The it; (g) upon the Escrow Agent's performance of its obligations under Section 7 hereof, the Escrow Agent shall be fully protected relieved of all liability, responsibility and obligation with respect to any action taken the Collateral or suffered arising out of or under this Escrow Agreement in good faith by it. The Agreement; and (h) the Escrow Agent shall does not be bound or in have any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, interest in the case of a modification, unless such modification shall be satisfactory to Collateral deposited hereunder but is serving as the Escrow AgentAgent only and having only possession thereof.

Escrow Agent's Liability. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability for any damages, losses or expenses whatsoever, except for its gross negligence or willful misconduct, and it shall not incur any such liability with respect to any action taken or omitted in good faith reliance upon any instrument, including, without limitation, any written notice, acknowledgment or instruction expressly provided for in this Agreement, not only to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. The duties, responsibilities and obligations of the Escrow Agent's obligations and duties in connection herewith are confined Agent shall be limited to those specifically enumerated in this Escrow Agreementexpressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the parties hereto, including the Credit Agreement, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any party hereto or any entity acting on its behalf. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. This Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects any Escrowed Funds (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any Escrowed Funds), the Escrow Agent is authorized to comply therewith in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with as it or its legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with reference to the any such judicial or administrative order, judgment, decree, writ or other form of execution thereofjudicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decrees, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. The Escrow Agent may consult with legal counsel of its selection at the identity, authority or rights expense of the Borrower as to any person executing or depositing samematter relating to this Escrow Agreement, and the Escrow Agent shall not be liable for incur any loss that may occur by reason of forgery, false representation or the exercise of its discretion liability in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement acting in good faith by itin accordance with any advice from such counsel. The Escrow Agent shall not be bound incur any liability for not performing any act or in fulfilling any way affected duty, obligation or responsibility hereunder by any Notice reason of any modificationoccurrence beyond the reasonable control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, cancellation, abrogationany act of God or war, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities unavailability of the parties hereto Federal Reserve Bank wire or telex or other than as in this Escrow Agreement set forth, wire or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agentcommunication facility).

Escrow Agent's Liability. 7.1 The Escrow Agent's Agent shall have no liability and shall bear no obligations other than those expressly provided for herein. The Escrow Agent shall apply the terms and duties in connection herewith are confined conditions of this Agreement strictly, and shall maintain strict neutrality with respect to those specifically enumerated in this Escrow Agreementthe parties for the entire term of its assignment. The Escrow Agent shall not be in held liable for any manner liable or responsible for default on the sufficiency, correctness, genuineness or validity part of any instruments deposited with it or with reference to of the form of execution thereoffinancial institutions having issued the Bank Guarantees upon First Demand, or any refusal on their part to fulfil their undertakings on any grounds whatsoever (other than a breach by the identity, authority or rights Escrow Agent of any person executing undertakings expressly made herein); the Beneficiary hereby expressly undertakes not to invoke the Escrow Agent's liability in this connection. In such event, the Beneficiary shall bear sole responsibility for undertaking all necessary actions against the defaulting financial institution or depositing sameGuarantor, and the Escrow Agent shall not be liable bound to undertake any actions against such financial institution or Guarantor, other than appeal or extension of the Bank Guarantees upon First Demand as provided for any loss that may occur by reason of forgeryherein. Insofar as it is necessary to do so, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent hereby delegates all powers to deliver the Beneficiary to act in its name before any Shares or Subscription Agreements or courts having jurisdiction to pay or transfer any monies hereunder, unless the same have first been received obtain fulfilment of their undertakings by the Escrow Agent pursuant financial institutions issuing the Bank Guarantees upon First Demand, and undertakes to facilitate all actions by the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. Beneficiary against such financial institutions. 7.2 The Escrow Agent shall be fully protected with respect entitled to consider all documents and signatures submitted or communicated to it under the terms of this Agreement as genuine, any action taken evident fraudulent acts notwithstanding. 7.3 Repayment of the Deposit or suffered under this Escrow Agreement in good faith the balance thereof, if applicable, shall constitute release by it. The the Guarantors of the Escrow Agent shall not be bound or in any way affected by any Notice from all of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agentits obligations hereunder.

Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the (a) Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation actions or the exercise of its discretion in any particular manner or for any other reasonsomissions hereunder, except for its own to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that Escrow Agent’s gross negligence or willful misconduct. Nothing herein contained shall be deemed misconduct was the primary cause of any liability or loss to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Agent. In no event shall Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default incidental, indirect, special, consequential or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The punitive damages (including, but not limited to lost profits), even if Escrow Agent shall be fully protected with respect to any action taken has been advised of the likelihood of such loss or suffered under this Escrow Agreement in good faith by itdamage and regardless of the form of action. The Escrow Agent shall not be bound obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any way affected deposit account in which Escrow Funds are deposited, this Escrow Agreement or the SPA, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by any Notice it in the event of any modification, cancellation, abrogation, dispute or rescission question as to the construction of this Escrow Agreement, any of the provisions hereof or of any fact other agreement or circumstance of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified by the Seller from any liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. The Seller shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. (b) If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or alleged any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to affect rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the rights need for appeal or liabilities other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other personsperson or entity by reason of such compliance even though such order, unless signified to it in a writingwrit, delivered to itjudgment or decree may be subsequently reversed, signed by all parties to this Escrow Agreementmodified, and by all such other persons; norannulled, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agentset aside or vacated.

Escrow Agent's Liability. The Escrow Agent's obligations Agent undertakes to perform such duties and only such duties in connection herewith as are confined to those specifically enumerated set forth in this Escrow AgreementAgreement and, except as specifically set forth herein, no implied covenants or obligations shall be read into this Escrow Agreement against Escrow Agent. The In the absence of gross negligence or willful misconduct on its part, Escrow Agent shall not be in any manner liable or responsible for the sufficiencymay conclusively rely, correctness, genuineness or validity of any instruments deposited with it or with reference as to the form truth of execution thereofthe statements and the correctness of the opinions expressed therein, upon certificates or the identityopinions furnished to Escrow Agent by any Party. Escrow Agent may act upon any instrument, authority certificate, opinion or rights of any person executing or depositing sameother writing believed by it without gross negligence to be genuine, and the Escrow Agent shall not be liable for any loss that may occur in connection with the performance by reason of forgery, false representation or the exercise it of its discretion in any particular manner or for any other reasonsduties pursuant to the provisions of the Escrow Agreement, except for either the breach of its covenants in this Escrow Agreement or its own gross negligence or willful misconduct. Nothing herein contained Escrow Agent may consult with counsel of its own choice and shall be deemed to obligate have full and complete authorization and protection for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent may execute powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. Without limiting the generality of the foregoing, should any dispute arise among the parties, or should any party or any third party serve the Escrow Agent with notice of a claim, the Escrow Agent is authorized: (i) to deliver retain the Escrow Fund without liability to anyone until such dispute has been settled by mutual written agreement of the parties concerned or by an order, decree or judgment, as the case may be), or until such notice shall have been withdrawn (in which event the Escrow Agent shall then disburse the Escrow Funds in accordance with the terms of this Agreement, (ii) to take any Shares and all such actions as the Escrow Agent deems necessary or Subscription Agreements desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including but not limited to, paying the Escrow Fund into any court and bringing any action of interpleader or any other proceeding, or (iii) to deposit the Escrow Fund with the clerk of the court in which any litigation among the parties is pending; provided, however, that the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceeding. In the event of any such litigation or proceedings among the parties, Purchaser and the Seller shall pay or transfer any monies hereunder, unless the same have first been received attorney's fees and other costs incurred by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agentthereof.