Common use of Limitation of Escrow Agent’s Liability Clause in Contracts

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except for its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.

Limitation of Escrow Agent’s Liability. The (a) Neither the Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under nor any other agreement of its directors, officers or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent employees shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document documents believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductgross negligence; provided, that with respect to the custody of the Cash Collateral and Escrow Fund, the Escrow Agent shall use the standard care of customarily used by custodians of funds. The Escrow Agent assumes no responsibility shall not be responsible for the adequacy validity or enforceability sufficiency of this Agreement and shall not be responsible for any of the security interest which Section 2.3 hereof purports agreements referred to createherein, including the Merger Agreement and the Partnership Merger Agreement, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement. Without limiting the foregoing, the Escrow Agent (i) shall not be obligated to inquire as to the accuracy of any calculations used in preparing the Disbursement Certificate and (ii) shall have no obligation to inquire whether the Partnership has the right to liquidated damages pursuant to the Merger Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, including in-house counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the Escrow Agent shall not be liable to anyone except anyone. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence or willful misconductin a manner reasonably satisfactory to it. The Escrow Agent shall not be liable for any losses resulting from the investments made in accordance with this Agreement. In no event shall the Escrow Agent be liable for incidentalindirect, punitive punitive, special or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner shall not be responsible for any defaults hereunder by any party. Escrow Agent may consult with counsel of its own choice and shall have no duty under any other agreement or document, full and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to complete authorization and protection for any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. In the event of actual or potential dispute as to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability rights of the security interest which Section 2.3 hereof purports to create. In all questions arising parties hereto under this AgreementContract, the Escrow Agent may rely in its sole discretion, continue to hold the Deposit until the parties mutually agree to the release thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit any monies and all instruments held pursuant to this Contract with the Clerk of Court, Xxx County, Florida, and upon notifying all parties concerned of such action, all liability on the advice part of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon shall fully terminate, except to the extent of an account of any monies theretofore delivered out of escrow. In the event of any suit between Seller and Buyer wherein in the Escrow Agent is made a party by virtue of acting as such advice Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney’s fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that Escrow Agent shall not be liable to anyone except any party or person whomsoever for its own any action taken or omitted by Escrow Agent, including but not limited to any misdelivery of monies or instruments subject to this escrow, unless such misdelivery shall be due to willful breach in bad faith of this Contract or gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document documents believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductgross negligence. The Escrow Agent assumes no responsibility shall not be responsible for the adequacy validity or enforceability sufficiency of the security interest which Section 2.3 hereof purports to createthis Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the advice. The Escrow Agent shall not be liable required to anyone except take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence or willful misconductin a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for incidentalindirect, punitive punitive, special or consequential damages. The Parent hereby agrees and the Indemnifying Stockholders agree to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without gross negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent its carrying out of its duties hereunder. This right of indemnificationThe Parent, compensation and reimbursement shall survive on the termination of this Agreementone hand, and the resignation Indemnifying Stockholders, on the other hand, shall each be liable for one-half of the Escrow Agentsuch amounts.

Limitation of Escrow Agent’s Liability. The (a) Neither the Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under nor any other agreement of its directors, officers or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent employees shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document documents believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductgross negligence; provided, that with respect to the custody of the Cash Collateral, the Escrow Agent shall use the standard care of customarily used by custodians of funds. The Escrow Agent assumes no responsibility shall not be responsible for the adequacy validity or enforceability sufficiency of this Agreement and shall not be responsible for any of the security interest which Section 2.3 hereof purports agreements referred to createherein, including the Merger Agreement and the Partnership Merger Agreement, but shall be obligated only for the performance of such duties as are specifically set forth in this 5 5 Escrow Agreement. Without limiting the foregoing, the Escrow Agent (i) shall not be obligated to inquire as to the accuracy of any calculations used in preparing the Disbursement Certificate and (ii) shall have no obligation to inquire whether Seller Partnership has the right to liquidated damages pursuant to the Merger Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, including in-house counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the Escrow Agent shall not be liable to anyone except anyone. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence or willful misconductin a manner reasonably satisfactory to it. The Escrow Agent shall not be liable for any losses resulting from the investments made in accordance with this Agreement. In no event shall the Escrow Agent be liable for incidentalindirect, punitive punitive, special or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.

Limitation of Escrow Agent’s Liability. The Responsibilities of ----------------------------------------------------------- Escrow Agent. Escrow Agent's responsibility and liability under this Agreement ------------ shall be limited as follows: (i) Escrow Agent undertakes does not represent, warrant or guaranty to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and the holders of the Securities from time to time the performance of the Company; (ii) Escrow Agent shall have no duty under responsibility to the Company or the holders of the Securities or Trustee from time to time as a consequence of performance or non-performance by Escrow Agent hereunder, except for any other agreement gross negligence or documentwillful misconduct of Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) Escrow Agent is not obligated to supervise, and inspect or inform the Company or any third party of any matter referred to above. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from the Company or any entity acting on behalf of the Company, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians or (D) for an amount in excess of the value of the Escrow Account, valued as of the date of deposit. No implied covenants or obligations shall be read into inferred from this Agreement against the Escrow Agent, nor shall Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. The Specifically and without limiting the foregoing, Escrow Agent shall incur in no event have any liability in connection with respect to its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any action taken by it funds or the Pledged Securities, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any inaction on its part loss of principal or income incident to any such delay. Escrow Agent shall be entitled to rely upon any judicial or administrative order or judgment, upon any opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. Escrow Agent may act in reliance upon any notice, direction, instruction, consent, statement instrument comporting with the provisions of this Agreement or other document signature believed by it in good faith to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized, nor for authorized to do so. At any other action or inaction except for its own negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the time Escrow Agent may rely on request in writing an instruction in writing from the advice of counselCompany (other than any disbursement pursuant to Section 6(b)(iii)), and for anything donemay at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, omitted or suffered regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that Escrow Agent shall state in such request that it -------- ------- believes in good faith by the Escrow Agent based upon that such advice the proposed course of action is consistent with another identified provision of this Agreement. Escrow Agent shall not be liable to anyone except the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least five Business Days after the Company receives Escrow Agent's request for instructions and its own negligence or willful misconduct. In no event shall the proposed course of action, and (ii) prior to so acting, Escrow Agent has not received the written instructions requested from the Company. At the expense of the Company, Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for incidental, punitive any action taken or consequential damagesomitted in good faith in accordance with such advice. Parent hereby agrees to indemnify the Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to any funds securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds, securities or property deposited hereunder, Escrow Agent shall be entitled to refuse to comply with any and its officersall claims, directorsdemands or instructions with respect to such funds, employees and agents forsecurities or property, and hold it Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a writing, reasonably satisfactory to Escrow Agent, or Escrow Agent shall have received security or an indemnity satisfactory to Escrow Agent sufficient to save Escrow Agent harmless from and them harmless against, any direct against all loss, liability or expense which Escrow Agent may incur by reason of its acting. Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as Escrow Agent may deem necessary. The reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with such proceedings shall be paid by, and shall be deemed an obligation of the Company. No provision of this Agreement shall require Escrow Agent carrying out to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. This right Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of indemnificationany occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, compensation and reimbursement shall survive any act of God or war, or the termination of this Agreement, and the resignation unavailability of the Escrow AgentFederal Reserve Bank wire or telex or other wire or communication facility).

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall will incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, authorized in accordance with the terms hereof nor for any other action or inaction inaction, except for its own negligence willful misconduct or willful misconductgross negligence. The Escrow Agent assumes no responsibility will not be responsible for the adequacy validity or enforceability sufficiency of the security interest which Section 2.3 hereof purports to createthis Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice advice, the Escrow Agent shall will not be liable to anyone except anyone. The Escrow Agent will not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence in a manner satisfactory to it. If conflicting demands are made or willful misconduct. In no event shall conflicting notices are served upon the Escrow Agent be liable for incidentalwith respect to the Escrow Fund, punitive or consequential damages. Parent hereby agrees to indemnify the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 13 hereof or (ii) file a suit in interpleader and its officersobtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. If such interpleader suit is brought, directors, employees the Escrow Agent will thereby be fully released and agents fordischarged from all further obligations imposed upon it under the Agreement, and hold it ECPN will pay the Escrow Agent (and them harmless againstthe Shareholders’ Representative pursuant to the extent required in Section 12 hereof) all costs, any direct loss, liability expenses and reasonable attorneys’ fees expended or expense incurred without negligence or willful misconduct on by the part Escrow Agent pursuant to the exercise of Escrow Agent’s rights under this Section 9 (such costs, arising out fees and expenses will be treated as extraordinary fees and expenses for the purposes of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow AgentSection 12 hereof).

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with in respect to or any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other paper or document believed by it in good faith to be genuine and duly authorizedauthorized or for anything else, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductnegligence. The Escrow Agent assumes no responsibility shall not be responsible for the adequacy validity or enforceability sufficiency of the security interest which Section 2.3 hereof purports to createthis Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the Escrow Agent shall not be liable to anyone except anyone. The Escrow Agent does not make any representations whatsoever regarding the Escrow Deposit. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense shall be made or provided for its own negligence or willful misconductin a manner satisfactory to it. In no event shall Other than a default situation discussed in paragraph 8. hereof, the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify shall release the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, Property to any direct loss, liability party as required by the Borrower or expense incurred without negligence or willful misconduct on the part Lender upon receipt of Escrow Agent, arising out of or in connection with written instructions signed jointly by both the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, Borrower and the resignation Lender. In the event any portion of the escrowed property is in the possession of a depository under the direction of the Escrow Agent, and said written instructions are received, the Escrow Agent shall make a written request to Sun Trust, or its equivalent, at their office in Blue Xxxx, Pennsylvania to release said escrowed property to him. The Escrow Agent may at his sole discretion rely on said written instructions and proceed to release the Escrow Property without incurring any liability whatsoever to the Borrower or to the Lender. The Escrow Agent shall incur no liability whatsoever in the event that Sun Trust, or its equivalent, refuses to release any portion of the Escrowed Property to him and shall be under no burden to further pursue same after making the written request. This Escrow Agreement shall immediately terminate and the Escrow Agent shall be released as Escrow Agent, upon the Escrow Agent requesting the release of the Escrow Property pursuant to the written instructions from the Borrower and the Lender.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement liability or document, and no implied covenants or obligations shall be read into this Agreement against obligation with respect to the Escrow Shares except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent’s sole responsibility shall be for the safekeeping and distribution of the Escrow Shares in accordance with the terms of this Agreement. The Escrow Agent shall incur have no liability implied duties or obligations and shall not be charged with respect to knowledge or notice of any action taken by it fact or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconductcircumstance not specifically set forth herein. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the Escrow Agent may rely on upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the advice truth and accuracy of counselany information contained therein, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice which the Escrow Agent shall not in good faith believe to be liable genuine, to anyone except for its own negligence have been signed or willful misconductpresented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive or consequential damages. Parent hereby agrees to indemnify the The Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, shall not be obligated to take any direct loss, liability legal action or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or commence any proceeding in connection with the Escrow Shares, any account in which the funds are deposited, this Agreement or the Lock-Up Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent carrying out may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreementor relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the resignation opinion or instructions of such counsel. The Company and the Restricted Holders shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel as stated in the prior sentence, except in the event of gross negligence or willful misconduct by the Escrow AgentAgent to the extent if found in a final judgment by a court of competent jurisdiction.

Limitation of Escrow Agent’s Liability. The Upon termination of this Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against by disbursement of the Escrow Agent. The Funds as provided herein, the Escrow Agent shall incur no liability with respect be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. In the event of a dispute between any of the parties hereto as to any action taken by it or for any inaction on its part in reliance upon any noticetheir respective rights and interests hereunder, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconduct. The the Escrow Agent assumes no responsibility for shall be entitled to hold any and all funds then in its possession hereunder until such dispute shall have been resolved by the adequacy or enforceability parties in dispute and the Escrow Agent has been notified by instrument jointly signed by all of the security interest which Section 2.3 hereof purports to createparties in dispute, or until such dispute shall have been finally adjudicated by a court of competent jurisdiction. In all questions arising under this Agreementthe event of a dispute, the Escrow Agent may rely on file an interpleader action and pay the advice funds then in its possession hereunder into the registry of counsel, and for anything done, omitted or suffered in good faith by the court. Neither the Escrow Agent based upon such advice the Escrow Agent nor any of its directors, officers, or employees shall not 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 for its own negligence in the case of gross negligence, bad faith, or willful misconduct. In no event shall the Escrow Agent be liable for incidentalSeller and Purchaser shall, punitive or consequential damages. Parent hereby agrees to jointly and severally, indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it harmless without limitation from and them harmless against, against any direct loss, liability liability, or expense of any nature incurred without negligence or willful misconduct on by the part of Escrow Agent, Agent arising out of or in connection with this Escrow Agreement or with the Escrow Agent carrying out administration of its duties hereunder. This right , including, without limitation, legal fees and expenses and other costs and expenses of indemnificationdefending or preparing to defend against any claim of liability, compensation and reimbursement shall survive the termination of this Agreementunless such loss, and the resignation of liability or expense is caused by the Escrow Agent.’s gross negligence, bad faith, or willful

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement only in a diligent and faithful manner on its part to be performed, each of which are ministerial (and shall have no duty under any other agreement or documentnot be construed to be fiduciary) in nature, and no implied covenants duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent's gross negligence or willful misconduct or breach of the terms of this Agreement. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or in a separate written instruction), consent, statement or other document documents believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductgross negligence. The Escrow Agent assumes no responsibility shall not be responsible for the adequacy validity or enforceability sufficiency of this Agreement or for any of the security interest which Section 2.3 hereof purports agreements referred to createor described herein (including, without limitation, the Merger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby. In all questions arising under this the Escrow Agreement, the Escrow Agent may rely on the advice of counsel (including in-house counsel), and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the Escrow Agent shall not be liable to anyone except for its own negligence or willful misconductanyone. In no event shall the The Escrow Agent shall not be liable required to take any action hereunder involving any expense unless the payment of such expense is made or provided for incidental, punitive or consequential damages. Parent hereby agrees in a manner reasonably satisfactory to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agentit.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only only, each of which duties are ministerial in a diligent and faithful manner nature, and shall have no duty under under, or obligation to determine compliance with, any other agreement or documentdocument notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be deemed to be a fiduciary and shall not incur no any liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductnegligence. The Escrow Agent assumes no responsibility for may rely on and use the adequacy or enforceability of the security interest which Section 2.3 hereof purports to createStock Powers and shall not be liable in connection therewith. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except for its own negligence or willful misconductanyone. In no event shall the The Escrow Agent shall not be liable required to take any action hereunder involving any expense unless the payment of such expense is made or provided for incidental, punitive or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.a manner reasonably

Limitation of Escrow Agent’s Liability. The Responsibilities of Escrow ------------------------------------------------------------------ Agent. Escrow Agent's responsibility and liability under this Agreement shall ----- be limited as follows: (i) Escrow Agent undertakes does not represent, warrant or guaranty to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and the holders of the Securities from time to time the performance of the Company; (ii) Escrow Agent shall have no duty under responsibility to the Company or the holders of the Securities or Trustee from time to time as a consequence of performance or non-performance by Escrow Agent hereunder, except for any bad faith, gross negligence or willful misconduct of Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above. In no event shall Escrow Agent be liable (a) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from the Company or any entity acting on behalf of the Company, (b) for any consequential, punitive or special damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage regardless of the form of action, (c) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians, (d) for an amount in excess of the value of the Escrow Account or (e) for the validity, sufficiency or priority of this Agreement or any Collateral or other agreement or document, and no security furnished hereby. No implied covenants or obligations shall be read into inferred from this Agreement against the Escrow Agent, nor shall Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. The Specifically and without limiting the foregoing, Escrow Agent shall incur in no event have any liability in connection with respect to its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any action taken Escrow Funds held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any inaction on its part loss of principal or income incident to any such delay. Escrow Agent shall be entitled to rely upon any judicial or administrative order or judgment, upon any opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. Escrow Agent may act in reliance upon any notice, direction, instruction, consent, statement instrument comporting with the provisions of this Agreement or other document signature believed by it in good faith to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized, nor for authorized to do so. At any other action or inaction except for its own negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the time Escrow Agent may rely on request in writing an instruction in writing from the advice of counselCompany (other than any disbursement pursuant to Section 6(b)(iii)), and for anything donemay at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, omitted or suffered regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that Escrow Agent shall state in such request -------- ------- that it believes in good faith by the Escrow Agent based upon that such advice the proposed course of action is consistent with an identified provision of this Agreement. Escrow Agent shall not be liable to anyone except the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least four Business Days after the Company receives Escrow Agent's request for instructions and its own negligence or willful misconduct. In no event shall the proposed course of action, and (ii) prior to so acting, Escrow Agent has not received the written instructions requested from the Company. At the expense of the Company, Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4) shall not be liable for incidental, punitive any action taken or consequential damagesomitted in accordance with such advice. Parent hereby agrees to indemnify the Escrow Agent and its officersshall not be called upon to advise any party as to selling or retaining, directors, employees and agents for, and hold it and them harmless againstor taking or refraining from taking any action with respect to, any direct securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any Escrow Funds property deposited hereunder, Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Funds and Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a writing, satisfactory to Escrow Agent, or Escrow Agent shall have received security or an indemnity satisfactory to Escrow Agent sufficient to hold Escrow Agent harmless from and against any and all loss, liability or expense which Escrow Agent may incur by reason of its acting. Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as Escrow Agent may deem necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with such proceedings shall be paid by, and shall be deemed an obligation of the Company. No provision of this Agreement shall require Escrow Agent carrying out to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. This right Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of indemnificationany occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, compensation and reimbursement shall survive any act of God or war, or the termination of this Agreement, and the resignation unavailability of the Escrow AgentFederal Reserve Bank wire or telex or other wire or communication facility).

Limitation of Escrow Agent’s Liability. The (a) Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall will incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction inaction, except for its own negligence willful misconduct or willful misconductgross negligence. The Escrow Agent assumes no responsibility will not be responsible for the adequacy validity or enforceability sufficiency of this Agreement. Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into the security interest which Section 2.3 hereof purports to createAgreement against the Escrow Agent. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice advice, Escrow Agent will not be liable to anyone. Escrow Agent will not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. Escrow Agent shall not be liable responsible for determining the amount of Escrow Cash to anyone except for its own negligence be transferred, disbursed or willful misconduct. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify the Escrow Agent and its officers, directors, employees and agents forheld, and hold it may rely upon, and them harmless againstshall be fully protected in relying upon, any direct losswritten direction from Buyers, liability or expense incurred without negligence or willful misconduct on Sellers and Shareholders. Attached hereto as Exhibit D are the part names, titles and specimen signatures of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation each of the persons who are authorized, on behalf of the parties hereto, to execute and deliver written notices and directions to Escrow Agent.

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes shall not be liable for any action taken or omitted to perform such duties as are specifically set forth be taken by it while acting in good faith and in the exercise of its best judgment, under this Escrow Agreement only or any instrument executed pursuant hereto, or in a diligent and faithful manner and shall have no duty under connection herewith or therewith, except for its own willful, criminal misconduct or gross negligence, nor be responsible for the effectiveness, enforceability, validity or due execution of this Escrow Agreement or any other agreement or documentinstrument executed pursuant hereto including, and no implied covenants or obligations shall be read into this Agreement against without limitation, the Escrow AgentDocuments, as to the parties to this Escrow Agreement and any third parties. The Escrow Agent shall incur no liability with respect be entitled to any action taken by it or for any inaction on its part in reliance rely upon advice of counsel concerning legal matters and upon any notice, directionconsent, instruction, consentcertificate, statement or other document believed by writing which it in good faith believes to be genuine and duly authorizedto have been presented by a proper person. In the event of any disagreement between any of the parties to this Escrow Agreement, nor for or between them or any of them and any other person, resulting in divergent or adverse claims or demands being made in connection with the subject matter of this Escrow Agreement, or in the event the Escrow Agent, in good faith, is in doubt as to what action or inaction except for its own negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreementshould be taken hereunder, the Escrow Agent may rely may, at its option, refuse to comply with any claims or demands on the advice of counselit, or refuse to take any other action hereunder so long as such disagreement continues or such doubt exists, and for anything donein any such event, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be or become liable in any way or to anyone except any person for its own negligence good faith failure or willful misconduct. In no event shall refusal to act, the Escrow Agent shall be liable for incidental, punitive entitled to continue to so refrain from acting until (i) the rights of the parties shall have been fully and finally adjudicated by a court of competent jurisdiction or consequential damages. Parent hereby agrees to indemnify (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons and the Escrow Agent shall be notified thereof in writing signed by all such persons. Further, in the event of any such dispute or controversy, the Escrow Agent may, if, in its sole discretion, it deems appropriate, institute a declaratory judgment or other appropriate legal action in any court of competent jurisdiction to determine the rights of the parties involved. Should action be instituted, or should the Escrow Agent become involved in litigation in any manner whatsoever on account of this Escrow Agreement or the FAA Closing Documents or the Escrow Funds, Seller and its officersBuyer, directorsjointly and severally, employees hereby bind and agents forobligate themselves, their heirs, personal representatives, successors and hold it assigns to pay Escrow Agent the *** Denotes portions omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934. A copy of this agreement with the omitted information intact has been filed separately with the Securities and them harmless againstExchange Commission. reasonable attorneys’ fees incurred by Escrow Agent to retain legal counsel, as well as any direct lossother disbursements, liability expenses, losses, costs or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or damages in connection with or resulting from such litigation, except such as may have been caused by the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation gross negligence or misconduct of the Escrow Agent. The rights of the Escrow Agent under this Section 7 are cumulative of all other rights which it may have by law or otherwise.

Limitation of Escrow Agent’s Liability. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (including the Merger Agreement) other than this Agreement. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent Any act done or omitted pursuant to the advice or opinion of counsel shall be conclusive evidence of the good faith of the Escrow Agent. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Property, the Escrow Account, this Agreement or the Merger Agreement, or to prosecute or defend any such legal action or proceeding. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any order, judgment or decree issued or entered by any court of competent jurisdiction (an “Order”), or in the case of payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Order, or in case any Order shall be made or entered by any court affecting such property of any party thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such Order which it is reasonably advised by its legal counsel, whether internal or external, that such Order is binding upon without the need for appeal or other action. The Company and the Indemnitors’ Representative hereby agrees agree to jointly and severally indemnify the Escrow Agent and its officers, directors, employees and agents (the “Escrow Agent Indemnified Parties”) for, and hold it and them harmless against, any direct lossactions, liability claims, losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees) incurred by or expense incurred without negligence or willful misconduct on asserted against any of the part of Escrow AgentAgent Indemnified Parties from and after the date hereof, arising out of from any claim, demand, suit, action or proceeding in connection with the performance by the Escrow Agent carrying out its duties hereunderof this Agreement or the transactions contemplated hereby; provided, however, that, no Escrow Agent Indemnified Party shall have the right to be indemnified hereunder for any liability arising form the willful misconduct, bad faith, or gross negligence of such Escrow Agent Indemnified Party or breach of the terms of this Agreement. If any such action, claim, suit, demand or proceeding shall be brought or asserted against any Escrow Agent Indemnified Party, such Escrow Agent Indemnified Party shall promptly notify the Company and the Indemnitors’ Representative in writing and the Company and the Indemnitors’ Representative shall assume the defense thereof, including the retention of counsel. Such Escrow Agent Indemnified Party shall have the right to retain separate counsel in any such action, and to participate in the defense thereof, and the Company and Indemnitors’ Representative shall be jointly and severally responsible for all costs, fees and expenses associated with the employment of such separate counsel. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation or removal of the Escrow Agent.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or documentdocument notwithstanding it being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorizedauthorized and executed by the proper parry or parties, nor for any other good faith action or inaction except for its own negligence willful misconduct or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to creategross negligence. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except for its own negligence or willful misconductanyone. In no event shall the The Escrow Agent shall not be 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. The Escrow Agent shall not be liable for incidental, consequential or punitive or consequential damages. Parent hereby agrees to indemnify The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or the removal of the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation of the Escrow Agent.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform only such duties as are specifically expressly set forth in this Agreement only in a diligent and faithful manner and shall have no duty under any other agreement or document, herein and no implied covenants or obligations duties shall be read into this Agreement against the Escrow Agentimplied. The Escrow Agent shall incur have no liability with respect under and no duty to inquire as to the provisions of any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or agreement other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconductthan this Escrow Agreement. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to create. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 action taken or omitted by it in good faith except to anyone except for its own the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconductmisconduct was the primary cause of any loss to the Purchaser, the Stockholder Representative or any of the Entitled Holders. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive or consequential damages. Parent hereby agrees damages (including, but not limited to indemnify lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and its officers, directors, employees and agents for, and hold it and them harmless against, regardless of the form of action. Escrow Agent shall not be obligated to take any direct loss, liability legal action or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent carrying out may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreementor relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the resignation opinion or instruction of such counsel. Purchaser and Stockholder Representative, jointly and severally, shall promptly pay, upon demand, the Escrow Agentreasonable fees and expenses of any such counsel.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only each of which are solely ministerial in a diligent and faithful manner nature, and shall have no duty under or obligation to determine compliance with, any other agreement or documentdocument notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this 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, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconduct. The Escrow Agent assumes no responsibility for the adequacy or enforceability of the security interest which Section 2.3 hereof purports to createnegligence. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except anyone. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence or willful misconductin a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify damages whatsoever, even if the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation has been advised of the Escrow Agentlikelihood of such damages.

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only each of which are solely ministerial in a diligent and faithful manner nature, and shall have no duty under or obligation to determine compliance with, any other agreement or documentdocument notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this 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, direction, instruction, consent, statement or other document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence willful misconduct or willful misconductnegligence. The Escrow Agent assumes no responsibility for may rely on and use the adequacy or enforceability of the security interest which Section 2.3 hereof purports to createStock Powers and shall not be liable in connection therewith. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, 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 to anyone except anyone. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for its own negligence or willful misconductin a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages. Parent hereby agrees to indemnify damages whatsoever, even if the Escrow Agent and its officers, directors, employees and agents for, and hold it and them harmless against, any direct loss, liability or expense incurred without negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with the Escrow Agent carrying out its duties hereunder. This right of indemnification, compensation and reimbursement shall survive the termination of this Agreement, and the resignation has been advised of the Escrow Agentlikelihood of such damages.