Common use of Escrowed Shares Clause in Contracts

Escrowed Shares. At the Effective Time, the Company shall deliver to the escrow agent (the "Escrow Agent") designated under the Escrow Agreement (the "Escrow Agreement"), substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all as more particularly described in the Escrow Agreement. The Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Company Certificate (it being understood that no shares of Parent Common Stock shall be deducted from the number of shares of Parent Common Stock issued to (x) Shareholders in exchange for shares of Company Common Stock issued to Shareholders as a result of the exercise of a Company Warrant after the date of the Original Agreement and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). In the event that the Merger is approved by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative of the Shareholders under the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoing, the Representative shall have full power and authority on behalf of the Shareholders to (a) interpret all of the terms and provisions of the Escrow Agreement; (b) compromise or settle any claims asserted under the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the Representative.

Escrowed Shares. At the Effective Time, the Company shall deliver a. With respect to the escrow agent (the "Escrow Agent") designated under the Escrow Agreement (the "Escrow Agreement"), substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes , upon an event of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all default as more particularly described in the Escrow Agreement. The Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Company Certificate Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent (it being understood that no shares "Escrow Notice") to transfer such number of Parent Common Stock Escrow Shares as set -------------- forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice and the Escrow Shares properly endorsed for transfer accompanied by an opinion of counsel the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be deducted set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the number Buyers to any subsequent transferee promptly upon receipt of shares written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of Parent Common Stock issued to (x) Shareholders 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in exchange for shares of Company Common Stock issued to Shareholders as a result of the exercise of a Company Warrant after the date of the Original Agreement and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). 1b. b. In the event that counsel to the Merger is approved Company fails or refuses to render an opinion as may be required by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed Transfer Agent to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative of the Shareholders under the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoing, the Representative shall have full power and authority on behalf of the Shareholders to (a) interpret all of the terms and provisions affect a transfer of the Escrow Agreement; Shares (b) compromise either with or settle any claims asserted under without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes David Gonzalez, Esq. to render such opinion. The Transfer Agent xxxxx xxxxxx xnd be entitles to rely on such opinion for the purpose of transferring the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the RepresentativeShares.

Escrowed Shares. At the Effective TimeClosing, the Company UniTek shall deliver to Escrow Agent, for the escrow agent account of the Holders, certificates (the "“Escrow Agent") designated under the Escrow Agreement (the "Escrow Agreement"Certificates”), substantially registered in the form name of Exhibit CEscrow Agent on behalf of the Holders, representing a certificate or certificates representing an aggregate 400,000 total of 346,821 shares of Parent UniTek Common Stock out as provided in Section 4.1.3 of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all as more particularly described in the Escrow Asset Purchase Agreement. The shares of UniTek Common represented by the Escrow Certificates shall be held by Escrow Agent in accordance with the terms of this Agreement, and shall not, except as provided in Section 3, be sold, released or disposed of by Escrow Agent and shall not be available to, and shall not be used by, Escrow Agent to set-off any obligations of UniTek, Purchaser or the Holders owing to Escrow Agent in any capacity. UniTek shall provide, and Escrow Agent shall maintain, a written record of the name and address of each Holder and the number of Escrowed Shares and/or amount of other property credited to his or her account (each, a “Holder Account”). Initially, the Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued credited to the Shareholders Holder Accounts in the Merger based on the percentages for such calculation amounts set forth on Schedule I attached hereto. Thereafter, the Holder Accounts shall be adjusted as provided in this Agreement. The interest of a Holder in the Company Certificate Escrow Fund shall not be transferable or assignable (other than pursuant to the laws of descent and distribution). Upon receipt by UniTek of evidence reasonably satisfactory to it being understood that no shares of Parent Common Stock shall be deducted from the number of shares of Parent Common Stock issued to (x) Shareholders in exchange for shares of Company Common Stock issued to Shareholders as a result Escrow Agent of the exercise loss, theft, destruction or mutilation of a Company Warrant after the date any of the Original Agreement Escrow Certificates and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). In the event that the Merger is approved by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed to have (i) consented in the case of loss, theft or destruction, of indemnity from Escrow Agent reasonably satisfactory to UniTek (and approved without the appointment requirement to post any bond or other security), or (ii) in the case of Xxxx Xxxxxxxx as the representative mutilation, upon surrender and cancellation of the Shareholders under the mutilated Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoingCertificates, the Representative shall have full power and authority on behalf of the Shareholders UniTek will deliver to (a) interpret all of the terms and provisions of the Escrow Agreement; (b) compromise or settle any claims asserted under the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders new Escrow Certificates of a majority in interest of the like tenor without charge to Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the RepresentativeAgent.

Escrowed Shares. At the Effective Time, the Company shall deliver a. With respect to the escrow agent (the "Escrow Agent") designated under the Escrow Agreement (the "Escrow Agreement"), substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes , upon an event of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all default as more particularly described in the Escrow Agreement. The Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent and the Company Certificate (it being understood that no shares the “Escrow Notice”) to transfer such number of Parent Common Stock Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice and the share certificate along with a properly executed stock power, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be deducted set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the number Buyers to any subsequent transferee promptly upon receipt of shares written notice from the Buyers or their counsel and the share certificate along with a properly executed stock power. If the Escrow Shares are not registered for sale under the Securities Act of Parent Common Stock issued to (x) Shareholders 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in exchange for shares of Company Common Stock issued to Shareholders as a result of the exercise of a Company Warrant after the date of the Original Agreement and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). 1b. b. In the event that counsel to the Merger is approved Company fails or refuses to render an opinion as may be required by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed Transfer Agent to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative of the Shareholders under the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoing, the Representative shall have full power and authority on behalf of the Shareholders to (a) interpret all of the terms and provisions affect a transfer of the Escrow Agreement; Shares (b) compromise either with or settle any claims asserted under without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the RepresentativeShares.

Escrowed Shares. At the Effective Time, the Company shall deliver a. With respect to the escrow agent (the "Escrow Agent") designated under the Escrow Agreement (the "Escrow Agreement"), substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes , upon an event of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all default as more particularly described in the Escrow Agreement. The Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Company Certificate Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent (it being understood that no shares “Escrow Notice”) to transfer such number of Parent Common Stock Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice and the share certificate along with a properly executed stock power with Medallion guarantee, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be deducted set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the number Buyers to any subsequent transferee promptly upon receipt of shares written notice from the Buyers or their counsel and the share certificate along with a properly executed stock power with Medallion guarantee. If the Escrow Shares are not registered for sale under the Securities Act of Parent Common Stock issued to (x) Shareholders 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in exchange for shares of Company Common Stock issued to Shareholders as a result of the exercise of a Company Warrant after the date of the Original Agreement and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). 1b. b. In the event that counsel to the Merger is approved Company fails or refuses to render an opinion as may be required by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed Transfer Agent to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative of the Shareholders under the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoing, the Representative shall have full power and authority on behalf of the Shareholders to (a) interpret all of the terms and provisions affect a transfer of the Escrow Agreement; Shares (b) compromise either with or settle any claims asserted under without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitled to rely on such opinion for the purpose of transferring the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the RepresentativeShares.

Escrowed Shares. At the Effective TimeThe Parties shall act in accordance with, the Company shall deliver to the escrow agent (the "Escrow Agent") designated under and the Escrow Agreement Agent shall hold and release the Escrowed Shares as provided in, this Section 3(a) as follows: (the "Escrow Agreement"), substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares"1) for the purposes of satisfying indemnity obligations arising out Upon receipt of a breach by the Company of any of its representations, warranties or covenants contained herein, all Joint Written Instruction (as more particularly described in the Escrow Agreement. The Escrowed Shares shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Company Certificate (it being understood that no shares of Parent Common Stock shall be deducted from the number of shares of Parent Common Stock issued to (xdefined below) Shareholders in exchange for shares of Company Common Stock issued to Shareholders as a result of the exercise of a Company Warrant after the date of the Original Agreement and (y) Shareholders in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). In the event that the Merger is approved by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative of the Shareholders under the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under Escrowed Shares, the Escrow Agreement. Without limiting the generality Agent shall promptly, and in any event within five (5) Business Days of its receipt of such Joint Written Instruction, disburse all or part of the foregoingEscrowed Shares in accordance with such Joint Written Instruction. Each of Representative and Parent covenants and agrees to act in good faith with respect to this Agreement and covenants and agrees that at any time no dispute exists or remains with respect to the distribution of the Escrowed Shares or any portion thereof, then, if requested by the other Party, the Representative Parties, shall have full power execute and authority on behalf deliver to Escrow Agent Joint Written Instructions directing the Escrow Agent to release the applicable Escrowed Shares or such portion thereof. (2) If at any time either of the Shareholders to Parties receives a Final Determination (a) interpret all of the terms and provisions of as defined below), then upon receipt by the Escrow Agreement; (b) compromise or settle Agent of a copy of such Final Determination from any claims asserted under Party, the Escrow Agreement; Agent shall (cA) authorize payments promptly deliver a copy of such Final Determination to the other Party and (B) on the fifth (5th) Business Day following receipt by the applicable Party from the Escrow Fund Agent of the Final Determination, disburse as directed, part or all, as the case may be, of the Escrowed Shares (as defined but only to the extent Escrowed Shares are available in the Escrow AgreementAccounts) in accordance with such Final Determination. Subject to the terms of this Section 3(a), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent will act on such Final Determination without further inquiry. 1 Escrow Agent and Parent; PROVIDED that a Representative may Parties to confirm specific manner of storage of Escrowed Shares. (3) For the avoidance of doubt, if any Escrowed Shares not be removed unless holders of a majority otherwise distributed in interest of accordance with the Merger Agreement remain in the Escrow Fund agree to such removal and to Accounts after all required distributions have been made, then the identity of the substituted agent. No bond Parties shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under promptly deliver a Joint Written Instruction instructing the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Agent to distribute such remaining Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the Representativeas set forth therein.

Escrowed Shares. At a. With respect to the Effective TimeEscrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Company Escrow Agent shall deliver send written notice to the escrow agent Transfer Agent and to the Company (the "“Escrow Agent"Notice”) designated under to transfer such number of Escrow Shares as set forth in the Escrow Agreement (Notice to the "Buyers. Upon receipt of an Escrow Agreement")Notice, substantially in the form of Exhibit C, a certificate or certificates representing an aggregate 400,000 shares of Parent Common Stock out of the Gross Stock Consideration (such amount hereinafter referred to as the "Escrow Amount," and such shares are collectively hereinafter referred to as the "Escrowed Shares") for the purposes of satisfying indemnity obligations arising out of a breach by the Company of any of its representations, warranties or covenants contained herein, all as more particularly described in the Escrow Agreement. The Escrowed Shares with appropriately guaranteed Stock power or powers, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be deducted from the number of shares of Parent Common Stock to be issued to the Shareholders in the Merger based on the percentages for such calculation set forth in the Company Certificate (it being understood that no Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares of Parent Common Stock shall be deducted from the number Buyers to any subsequent transferee promptly upon receipt of shares written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of Parent Common Stock issued 1933, as amended, and the Transfer Agent has received an opinion of counsel to (xthe Company or an opinion of counsel as provided for in Section 2(b) Shareholders in exchange for shares of Company Common Stock issued to Shareholders as a result herein that the issuances of the exercise of a Company Warrant after Conversion Shares and the date of Interest Shares are an exempt transaction under the Original Agreement and (y) Shareholders Act, then the certificates for the Escrow Shares shall bear the legend set forth in exchange for shares of Company Common Stock issued to Shareholders after the date of the Original Agreement in accordance with Section 7.01(m)). 1b. b. In the event that counsel to the Merger is approved Company fails or refuses to render an opinion as may be required by the Shareholders as provided herein, the Shareholders shall, without any further act of any Shareholder, be deemed Transfer Agent to have (i) consented to and approved the appointment of Xxxx Xxxxxxxx as the representative affect a transfer of the Shareholders under Escrowed Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Agreement (the "Representative") and as the attorney in fact and agent for and on behalf of each Shareholder with respect to the subject matter under the Escrow Agreement. Without limiting the generality of the foregoing, the Representative shall have full power and authority on behalf of the Shareholders to (a) interpret all of the terms and provisions of the Escrow Agreement; (b) compromise or settle any claims asserted under the Escrow Agreement; (c) authorize payments from the Escrow Fund (as defined in the Escrow Agreement), on behalf of the Shareholders and (d) execute, deliver and perform the Escrow Agreement. The Representative may be changed by the Shareholders from time to time upon not less than ten (10) days' prior written notice to the Escrow Agent and Parent; PROVIDED that a Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. The Representative shall not be liable for any act done or omitted under the Escrow Agreement as Representative absent bad faith or gross negligence. The Shareholders by or on whose behalf Escrowed Shares will be contributed shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative's duties under the Escrow Agreement including the reasonable fees and expenses of any legal counsel retained by the RepresentativeShares.