Common use of Obligations of Escrow Agent Clause in Contracts

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability for any error of judgment, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defense.

Obligations of Escrow Agent. The acceptance by the Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the of its duties and obligations under this Agreement is subject to the following terms and conditions, which the parties hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability for any error of judgment, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. Agent: (a) The Escrow Agent shall not be required to institute invest the Cash Deposit except as set forth in Section 5; (b) The Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the Cash Deposit, the securities representing investments or any other documents deposited with it other than to ensure that the Cash Deposit is invested in accordance with Section 5; (c) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt, legal proceedings declaration or other paper or document furnished to it, and signed by Standex, or the officers or directors thereof, and by at least three of the Sellers' Representatives, or any other person required to or entitled to execute and deliver to the Escrow Agent any such documents in connection with any action to be taken by the Escrow Agent hereunder, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be; (d) The Escrow Agent shall not be responsible for the contents of any written notice, request, waiver, consent, receipt, statutory declaration or other paper or document furnished to it and may rely without any liability upon the contents thereof; (e) The Escrow Agent may act relative hereto upon advice of counsel in reference to any matter connected herewith and shall not be liable for any mistake of fact or error of judgment or for any misconduct of any kind and on its part or on the part of any agent whom it may reasonably employ in carrying out its obligations unless caused by the Escrow Agent’s willful misconduct, fraud or gross negligence; and (f) The Escrow Agent shall not be required to defend give security for its conduct nor shall the Escrow Agent have any legal proceedings that may further duties except those which are expressly set forth herein and it shall not be instituted against bound by any notice of claim or demand with respect thereto or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in respect writing and signed by Standex and the Sellers’ Representatives or in accordance with the provisions of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseSection 8. (g) IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

Obligations of Escrow Agent. The obligations of the Escrow Agent under this Escrow Agreement are subject to the following terms and conditions: (a) The Escrow Agent is not a party to and is not bound by any agreement relating to the Acquisition subject matter hereof other than this Escrow Agreement. (b) The Escrow Agent acts hereunder as a depository only and is not responsible for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any funds, documents or other materials deposited with it. AccordinglyEach of the parties hereto agrees to and hereby does waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the duties and obligations Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct, gross negligence or bad faith of the Escrow Agent are only those specifically set forth or any of its officers, employees or agents. (c) The Escrow Agent shall not have any responsibility for the genuineness or validity of any notice, instruction, evidence or other document or item delivered to it, and the Escrow Agent shall be entitled to rely upon and shall be protected in this Agreementacting or refraining from acting upon any written notice, instruction, waiver, consent, receipt or other evidence or paper document which the Escrow Agent reasonably believes to be genuine and to be signed by the proper person. The Escrow Agent shall incur no liability not have any responsibility to solicit funds for deposit pursuant to this Escrow Agreement. (d) The Escrow Agent shall not be liable for any error of judgment, judgment or for any action acts done or steps taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact facts or law, except law or for willful misconduct or gross negligence, so long as it has acted in good faith. The anything which the Escrow Agent may consult with counsel do or refrain from doing in connection herewith except for the Escrow Agent's own willful misconduct, gross negligence or bad faith or that of its choiceofficers, including in-house counselemployees or agents. (e) As to any legal questions arising in connection with the administration of this Escrow Agreement, the Escrow Agent may rely absolutely upon the advice or opinions given to it by its counsel (provided such counsel is not also counsel to any other party hereto in connection with the subject matter hereof) and shall be fully protected byfree of liability for acting in reliance on such advice or opinions. In the administration of the Escrow Funds pursuant to this Escrow Agreement, the Escrow Agent may execute any of its powers and shall not be liable forperform its duties hereunder directly or through its officers, any action takenemployees, suffered agents or omitted by it in accordance with the advice of such counselrepresentatives (including, without limitation, accountants and attorneys). The Escrow Agent shall not be bound responsible for any misconduct or negligence on the part of any representative appointed by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by it with due care. (f) In the parties hereto. If event that the Escrow Agent is shall be uncertain as to its duties or rights under this Agreement hereunder, is unable to decide between alternative courses of action permitted or receives required by the terms of hereof or shall receive instructions, claims Claims or demands from Sellers' Representative or Buyer thatany party hereto which, in its opinion, conflict with any of the provisions of this AgreementEscrow Agreement or any instructions, it Claims or demands received from any party hereto, the Escrow Agent (i) may request written instructions from the parties hereto as to the course of action to be adopted, (ii) shall be entitled to refrain from taking any action other than to keep safely all property held in escrow until it is shall be directed otherwise in writing by Sellers' Representative and Buyer all of the parties hereto or by a final, unappealable final order or judgment of a court of competent jurisdiction. The Escrow Agent , and (iii) shall have no liability for following failing to take any action or for taking any action pursuant to Section 5.6(f)(ii). In the instructions contained event that the foregoing occurs, the Escrow Agent's sole obligation prior to receiving direction as set forth in or given Section 5.6(f)(ii) shall be to keep safely all property held in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. escrow. (g) The Escrow Agent shall have no responsibility for never be required to use or advance its own funds or otherwise incur personal financial liability in its performance of its duties or the genuineness or validity exercise of any document or other item deposited with or delivered to it of its rights and powers hereunder. (h) The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement, and no liability for acting in accordance with any written instructions other or certificates given to it hereunder and believed by it to further duties or responsibilities shall be signed by the proper partiesimplied. The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of, any agreement, documents or instructions, other than as expressly provided in the Escrow Agreement. (i) The Lender agrees to indemnify and hold harmless the Escrow Agent and its officers, directors, employees and agents from any costs, damages, expenses or claims, including attorneys' fees, which the Escrow Agent or its officers, directors, employees or agents may incur or sustain as a result of or arising out of this Escrow Agreement or the Escrow Agent's duties relating thereto. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be required to institute legal proceedings liable for special, indirect or consequential loss or damage of any kind and whatsoever (including, but not limited to, lost profits). The Lender acknowledges that the foregoing indemnities shall not be required to defend any legal proceedings that may be instituted against it in respect survive the resignation or removal of the subject matter Escrow Agent or the termination of such instructions unless requested this Escrow Agreement. (j) Notwithstanding any other provision hereof to do so the contrary, the Escrow Agent may, from time to time, deduct from the Escrow Fund and indemnified pay over to its satisfaction against itself any amounts owed to the cost and expense Escrow Agent hereunder which have not otherwise been timely paid to the Escrow Agent pursuant to the provisions of such defensethis Escrow Agreement.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Vendor do, in fact, consist of those items which Vendor is obligated to deliver under this Escrow Agreement; shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be entitled to act in good faith reliance upon any written instruction, instrument, or signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, notice, advice, or written instruction in connection with, or relating to, this Escrow Agreement has been duly authorized to do so. In the event that Escrow Agent is, for any reason, uncertain of its obligation to deliver the Escrow Materials to School District pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”), it shall deliver such materials and it shall initiate arbitration pursuant to Paragraph 13 (“Arbitration”) IS to resolve such uncertainty. In the event the arbitrator determines that the Escrow Materials should not be bound by any modificationhave been delivered to School District, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by School District shall return the parties hereto. If original Escrow Materials to the Escrow Agent is uncertain and certify in writing that it has destroyed any copies of such Escrow Materials. Except as expressly provided in this Escrow Agreement, Xxxxxx Agent agrees that it will not divulge or disclose or otherwise make available to its duties third parties whatsoever, or rights under this Agreement or receives instructionsmake any use whatsoever, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of Escrow Materials or any information deposited with it by Vendor in connection with this Escrow Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment without the express prior written consent of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseVendor.

Obligations of Escrow Agent. The obligations of the Escrow Agent under this Escrow Agreement are subject to the following terms and conditions: (a) The Escrow Agent is not a party to and is not bound by any agreement other than this Escrow Agreement. (b) The Escrow Agent acts hereunder as a depository only and is not responsible for or liable in any manner whatsoever for the Acquisition sufficiency, correctness, genuineness or validity of any funds, shares, documents or other materials deposited with it. Each of the Company and Dina agree to and hereby do waive any suit, claim, demand or cause ox xxtion of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement. Accordingly, unless such suit, claim, demand or cause of action is based upon the duties and obligations willful misconduct, gross negligence or bad faith of the Escrow Agent are only those specifically set forth in this Agreement. or any of its officers, employees, agents or representatives. (c) The Escrow Agent shall incur no liability not have any responsibility for the genuineness or validity of any error of judgmentnotice, evidence or for any action taken other document or omitted by item delivered to it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The and the Escrow Agent may consult with counsel of its choice, including in-house counsel, shall be entitled to rely upon and shall be fully protected byin acting upon any written notice, waiver, consent, receipt or other evidence or paper document which the Escrow Agent reasonably believes to be genuine and shall not to be liable for, any action taken, suffered or omitted signed by it in accordance with the advice of such counselproper person. The Escrow Agent shall not have any responsibility to solicit funds for deposit pursuant to this Escrow Agreement. (d) The Escrow Agent shall not be bound liable for any error of judgment or for any acts done or steps taken or omitted or admitted by it or for any modification, amendment, termination, cancellation, rescission mistake of facts or supersession of this Agreement unless in writing and signed by the parties hereto. If law or for anything which the Escrow Agent may do or refrain from doing in connection herewith except for the Escrow Agent's own willful misconduct, gross negligence or bad faith or that of its officers, employees, agents or representatives. (e) As to any legal questions arising in connection with the administration of this Escrow Agreement, the Escrow Agent may rely absolutely upon the opinions given to it by its counsel (provided such counsel is not also counsel to the Company, Dina or the RGF Estate) and shall be free of liability for acting in xxxiance on such opinions. In the administration of the Escrow Funds pursuant to this Escrow Agreement, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through its employees or attorneys. (f) In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement hereunder or receives shall receive instructions, claims or demands from Sellers' Representative or Buyer thatany party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it may shall be entitled to refrain from taking any action other than and its sole obligation shall be to keep safely all property held in escrow until it is shall be directed otherwise in writing by Sellers' Representative the Company and Buyer Dina or by a final, unappealable final order or judgment of a court of competent jurisdiction. The jurisdixxxxn. (g) It is the intention of the parties hereto that the Escrow Agent shall have no never be required to use or advance its own funds or otherwise incur personal financial liability for following in its performance of its duties or the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative exercise of any of its rights and Buyer. powers hereunder. (h) The duties and responsibilities of the Escrow Agent hereunder shall have no responsibility for be determined solely by the genuineness or validity express provisions of any document or other item deposited with or delivered to it this Escrow Agreement, and no liability for acting in accordance with any written instructions other or certificates given to it hereunder and believed by it to further duties or responsibilities shall be signed by the proper partiesimplied. The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of, any agreement or instructions, other than outlined in the Escrow Agreement. (i) The Company and Dina agree, jointly and severally, to indemnify and hold harmless thx Xxcrow Agent from any costs, damages, expenses or claims, including reasonable attorneys' fees, actually incurred at such law firm's then standard billing rates, which the Escrow Agent may incur or sustain as a result of or arising out of this Escrow Agreement or the Escrow Agent's duties relating thereto; and the Escrow Agent is hereby given a lien upon, and security interest in, the Escrow Fund, to secure the Escrow Agent's rights to such payment or reimbursement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be required to institute legal proceedings liable for special, indirect or consequential loss or damage of any kind and shall whatsoever (including, but not be required to defend any legal proceedings that may be instituted against it in respect limited to, lost profits), even if the Escrow Agent has been advised of the subject matter likelihood of such instructions unless requested to do so loss or damage and indemnified to its satisfaction against regardless of the cost and expense form of such defenseaction.

Obligations of Escrow Agent. The obligations of Escrow Agent under this Escrow Agreement are subject to the following terms and conditions: 5.6.1 Escrow Agent is not a party to the Acquisition and is not bound by any agreement other than this Escrow Agreement. Accordingly, the duties and obligations of the . 5.6.2 Escrow Agent are only those specifically set forth acts hereunder as a depository, with ministerial duties only, and is not responsible for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any funds, shares, documents or other materials deposited with it. Purchaser and Seller Representatives agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against Escrow Agent arising out of or relating to the execution or performance by Escrow Agent of this Escrow Agreement. The , unless such suit, claim, demand or cause of action is based upon the willful misconduct or gross negligence of Escrow Agent or any of its officers, employees, agents or representatives. 5.6.3 Escrow Agent shall incur no liability not have any responsibility for the genuineness or validity of any notice, evidence or other document or item delivered to it or any signature thereon, and Escrow Agent shall be entitled to rely conclusively upon and shall be protected in acting upon any written notice, waiver, consent, receipt or other evidence or paper document which Escrow Agent reasonably believes to be genuine and to be signed by the proper person. 5.6.4 Escrow Agent shall not be liable for any error of judgment, judgment or for any action acts done or steps taken or omitted by it, or any action suffered admitted by it to be taken or omitted, or for any mistake of fact facts or law, law or for anything which Escrow Agent may do or refrain from doing in connection herewith except for Escrow Agent’s own willful misconduct or gross negligencenegligence or that of its officers, so long as it has acted employees, agents or representatives. 5.6.5 As to any legal questions arising in good faith. The connection with the administration of this Escrow Agreement, Escrow Agent may consult with rely absolutely upon the opinions given to it by its counsel of its choice, including in-house counsel, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it free of liability for acting in accordance with reliance on such opinions. 5.6.6 In the advice of such counsel. The event that Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement hereunder or receives shall receive instructions, claims or demands from Sellers' Representative or Buyer thatany party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it may shall be entitled to refrain from taking any action other than and its sole obligation shall be to keep safely all property held in escrow until it is shall be directed otherwise in writing by Sellers' Representative and Buyer all of the other parties hereto or by a final, unappealable final order or judgment of a court of competent jurisdiction. The . 5.6.7 It is the intention of the parties hereto that Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in its performance of its duties or the exercise of any of its rights and powers hereunder. 5.6.8 The duties and responsibilities of Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement, and no other or further duties, covenants or responsibilities shall be implied, including any covenant of good faith and fair dealing. Escrow Agent shall not have any liability under, or duty to inquire into the terms and provisions of, any agreement or instructions, other than outlined in this Agreement. 5.6.9 Purchaser and Seller Representatives agree, jointly and severally, to indemnify and hold harmless Escrow Agent from any costs, damages, expenses, loss, liability or claims, including attorneys’ fees, which Escrow Agent may incur or sustain as a result of or arising out of this Escrow Agreement or Escrow Agent’s duties relating thereto except to the extent caused by Escrow Agent’s own willful misconduct or gross negligence or that of its officers, employees, agents or representatives; and Escrow Agent is hereby given a lien upon, and security interest in, the Escrowed Property, to secure Escrow Agent’s rights to such payment or reimbursement. Anything in this Escrow Agreement to the contrary notwithstanding, in no liability event shall Escrow Agent be liable for following special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits). This section shall survive the instructions contained termination of this Agreement and the resignation or removal of the Escrow Agent. 5.6.10 Each of Seller Representatives and Purchaser covenants and agrees to promptly provide Escrow Agent, upon request, with any information required by Escrow Agent to comply with any laws or requirements to which it may be subject, including without limitation the United States Bank Secrecy Act, and represents and warrants that to the best of its reasonable knowledge, the Stock Purchase Agreement and all related documents, and the transactions contemplated thereby are in compliance with all material applicable law, including without limitation the United States Export Administration Act and the regulations promulgated thereunder. 5.6.11 Under no circumstances shall the Escrow Agent be expected to use, risk or given advance its own funds in the performance of its duties or exercise of its rights hereunder. 5.6.12 The Purchaser and Seller Representatives agree that the Escrow Agent shall not assume any responsibility for the failure of the other parties to perform in accordance with this Escrow Agreement. This Escrow Agreement or written instructions given jointly by Sellers' Representative set forth all matters pertinent to the escrow contemplated hereunder, and Buyer. The no additional obligations of the Escrow Agent shall have no responsibility for be implied by nor inferred from the genuineness or validity terms of any document or other item deposited with or delivered to it and agreement. In no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by event shall the proper parties. The Escrow Agent shall not be required to institute legal proceedings of liable, directly or indirectly, for any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect (i) damages or expenses arising out of the subject matter services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such instructions unless requested to do so and indemnified to its satisfaction against damages, except for such damages which result from the cost and expense of such defenseEscrow Agent’s gross negligence or willful misconduct.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible --------------------------- only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Nuance do, in fact, consist of those items which Nuance is obligated to deliver under this Escrow Agreement; shall not bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be bound by entitled to act in good faith reliance upon any modificationwritten instruction, amendmentinstrument, terminationor signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, cancellationnotice, rescission advice, or supersession of written instruction in connection with, or relating to, this Escrow Agreement unless in writing and signed by the parties heretohas been duly authorized to do so. If the Escrow Agent is uncertain as to of its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreementhereunder, it may will refrain from taking any action other than to keep safely all property held in escrow retain the Escrow Materials until it is directed otherwise in writing by Sellers' Representative Nuance and Buyer VAR jointly or by a final, unappealable final order of an arbitrator or judgment of a court of competent jurisdiction. The Except as expressly provided in this Escrow Agreement, Escrow Agent shall have no liability for following agrees that it will not divulge or disclose or otherwise make available to third parties whatsoever, or make any use whatsoever, of the instructions contained Escrow Materials, or any information deposited with it by Nuance in or given in accordance connection with this Agreement or Escrow Agreement, without the express prior written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity consent of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseNuance.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. (a) The Escrow Agent shall incur no liability be obligated only for the performance of such duties as are specifically set forth herein and in Article VIII, and as set forth in any error of judgment, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The additional written escrow instructions which the Escrow Agent may consult with counsel receive after the date of its choicethis Agreement which are signed by a duly authorized officer of Reptron and the Shareholder Representative, including in-house counsel, and may rely and shall be fully protected by, and shall not be liable for, in relying or refraining from acting on any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be required liable for any act done or omitted hereunder as Escrow Agent while acting in good faith. (b) The Escrow Agent shall invest and reinvest the deposits in the Escrow Funds, unless joint written notice to institute legal proceedings the contrary is received from Reptron and the Shareholder Representative, in any combination of the following or any: (a) direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, maturing within three months from the date of purchase, (b) insured interest-bearing accounts or certificates of deposit of, or time deposits with, any commercial bank that is a member of the Federal Reserve System and is organized under the laws of the United States or any state thereof (including without limitation, NationsBank, N.A.) and has combined capital and surplus of at least $1 billion, and maturing within three months from the date of purchase, or (c) interests in an investment company or fund registered under the Investment Company Act of 1940 which invests solely in the foregoing. (c) The Escrow Agent is hereby expressly authorized to comply with final and non-appealable orders, judgments or decrees of any kind court of law, notwithstanding any notices, warnings or other communications from any party hereto or any other person to the contrary. In case the Escrow Agent obeys or complies with any such final and non-appealable order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance. (d) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (e) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (f) In performing any duties under this Agreement or Article VIII, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. Notwithstanding any other provision of this Escrow Agreement or any other agreement to the contrary, the Escrow Agent shall not incur any liability for (A) any act or failure to act done or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement or Article VIII, that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and Article VIII and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. (g) If any controversy arises between parties to this Agreement, or with any other party, concerning the subject matter of this Agreement or Article VIII, or the terms or conditions of this Agreement or Article VIII, the Escrow Agent will not be required to defend determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and amounts in the Escrow Funds and may wait for settlement of any controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent believes may be required or be reasonably appropriate, despite what may be set forth elsewhere in this Agreement or in Article VIII. In such event, the Escrow Agent will not be liable for damages. Furthermore, the Escrow Agent may, at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and amounts in the Escrow Funds, except all costs, expenses, charges and reasonable attorney fees incurred or likely to be incurred by the Escrow Agent due to the interpleader action. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liabilities imposed by the terms of this Agreement and Article VIII. (h) The parties and their respective successors and assigns agree jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, attorneys' fees, and disbursements that may be instituted against it imposed on the Escrow Agent or incurred by the Escrow Agent in respect connection with the performance of its duties under this Agreement and Article VIII, including but not limited to any litigation arising from this Agreement or Article VIII or involving the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defensethis Agreement or Article VIII.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Vendor do, in fact, consist of those items which Vendor is obligated to deliver under this Escrow Agreement; shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be entitled to act in good faith reliance upon any written instruction, instrument, or signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, notice, advice, or written instruction in connection with, or relating to, this Escrow Agreement has been duly authorized to do so. In the event that Escrow Agent is, for any reason, uncertain of its obligation to deliver the Escrow Materials to School District pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”), it shall deliver such materials and it shall initiate arbitration pursuant to Paragraph 13 (“Arbitration”) IS to resolve such uncertainty. In the event the arbitrator determines that the Escrow Materials should not be bound by any modificationhave been delivered to School District, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by School District shall return the parties hereto. If original Escrow Materials to the Escrow Agent is uncertain and certify in writing that it has destroyed any copies of such Escrow Materials. Except as expressly provided in this Escrow Agreement, Escrow Agent agrees that it will not divulge or disclose or otherwise make available to its duties third parties whatsoever, or rights under this Agreement or receives instructionsmake any use whatsoever, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of Escrow Materials or any information deposited with it by Vendor in connection with this Escrow Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment without the express prior written consent of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseVendor.

Obligations of Escrow Agent. (a) In performing its duties under this Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall have no liability except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. (b) The Escrow Agent is shall have no implied duties or obligations and shall not a party be charged with or be deemed to the Acquisition Agreement. Accordingly, the duties and obligations have any knowledge of the Escrow Agent are only those any fact or circumstance not specifically set forth in this Agreement or provided to the Escrow Agent in writing strictly in accordance with the notice provisions of this Agreement. The Escrow Agent shall incur no liability for any error of judgment, or for any action taken or omitted by it, or any action suffered by it be entitled to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counsel, rely upon and shall be fully protected byin acting upon any request, instructions, statement or other instrument, not only as to its due execution, validity and shall not effectiveness, but also as to the truth and accuracy of any information contained therein, that the Escrow Agent in good faith believes to be liable forgenuine, any action taken, suffered to have been signed or omitted presented by it in accordance with the advice person or parties purporting to sign the same and to conform to the provisions of such counsel. this Agreement. (c) The Escrow Agent shall not be bound by obligated to take any modification, amendment, termination, cancellation, rescission legal action or supersession of this Agreement unless to commence any proceeding in writing and signed by the parties hereto. If connection with the Escrow Funds, any account in which the Escrow Funds are deposited, or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. (d) The Escrow Agent is uncertain may consult legal counsel selected by it in the event of any dispute or question as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with the construction of any of the provisions of this Agreement or of the Escrow Agent’s duties under this Agreement, it may refrain and shall incur no liability and shall be fully protected from taking any action other than to keep safely all property held liability whatsoever in escrow until it is directed otherwise acting in writing by Sellers' Representative and Buyer accordance with the advice, opinion or by a final, unappealable order or judgment instruction of a court of competent jurisdiction. such counsel. (e) The Escrow Agent shall have no liability for following with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions contained in or given provided to the Escrow Agent in accordance with the provisions of this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseAgreement.