Common use of OBLIGATIONS OF ESCROW HOLDER Clause in Contracts

OBLIGATIONS OF ESCROW HOLDER. 1. The ESCROW HOLDER shall not be required to give security nor shall the ESCROW HOLDER be responsible for the acts, omissions, faults, errors, fraud, failure or misconduct of any agent whom it may reasonably employ in the exercise of the powers conferred upon the ESCROW HOLDER hereunder, nor for any loss occasioned by the acts, omissions, or defaults by the ESCROW HOLDER, unless such acts, omissions or defaults constitute a breach of trust knowingly and intentionally committed by the ESCROW HOLDER. 2. The ESCROW HOLDER shall not in any way be bound or affected by any notice of modification or of cancellation of this Agreement unless such notice is in writing and signed by all parties hereto, nor shall the ESCROW HOLDER be bound by any modification hereof unless the same shall be satisfactory to him. 3. The ESCROW HOLDER may act in reliance upon any document, instrument or signature believed by him to be genuine and the ESCROW HOLDER may assume that any person purporting to give any notice or instruction in accordance with the provisions hereof has been duly authorized to do so. 4. This Agreement sets forth exclusively the ESCROW HOLDER's duties with respect to any and all matters pertinent hereto. The ESCROW HOLDER shall not be bound by the provisions of any agreement other than the terms of this Agreement. 5. In the event that the ESCROW HOLDER shall be uncertain as to its duties or rights hereunder, or should it receive instructions, claims or demands from any other parties hereto or from third parties with respect to the Shares held hereunder which, in his opinion, are in conflict with any provisions of this Agreement, it shall be entitled to refrain from taking any action (other than to keep safely the Shares) until it shall be directed or otherwise in writing by all of the parties hereto, and the said third parties, if any, or by final order, or judgment of a court of competent jurisdiction. 4 CUSIP NO. 431155 10 0 13D PAGE 24 6. The ESCROW HOLDER shall not be required to institute, defend or intervene in any legal action to enforce the terms and conditions of this Agreement, nor to take any other action until the ESCROW HOLDER has been indemnified to his satisfaction against all expenses and liabilities incurred and to be incurred by the ESCROW HOLDER. 7. The ESCROW HOLDER shall not be liable for anything done or permitted by him to be done in good faith.

OBLIGATIONS OF ESCROW HOLDER. The obligations of the ESCROW HOLDER shall be governed by and subject to the following provisions and conditions: 1. The ESCROW HOLDER shall not be required to give security nor shall the ESCROW HOLDER be responsible for the acts, omissions, faults, errors, fraud, failure or misconduct of any agent whom it may reasonably employ in the exercise of the powers conferred upon the ESCROW HOLDER hereunder, nor for any loss occasioned by the acts, omissions, or defaults by the ESCROW HOLDER, unless such acts, omissions or defaults constitute a breach of trust knowingly and intentionally committed by the ESCROW HOLDER. 2. The ESCROW HOLDER shall not in any way be bound or affected by any notice of modification or of cancellation of this Agreement unless such notice is in writing and signed by all parties hereto, nor shall the ESCROW HOLDER be bound by any modification hereof unless the same shall be satisfactory to him. 3. The ESCROW HOLDER may act in reliance upon any document, instrument or signature believed by him to be genuine and the ESCROW HOLDER may assume that any person purporting to give any notice or instruction in accordance with the provisions hereof has been duly authorized to do so. 4. This Agreement sets forth exclusively the ESCROW HOLDER's duties with respect to any and all matters pertinent hereto. The ESCROW HOLDER shall not be bound by the provisions of any agreement other than the terms of this Agreement. 5. In the event that the ESCROW HOLDER shall be uncertain as to its duties or rights hereunder, or should it receive instructions, claims or demands from any other parties hereto or from third parties with respect to the Shares held hereunder which, in his opinion, are in conflict with any provisions of this Agreement, it shall be entitled to refrain from taking any action anyaction (other than to keep safely the Shares) until it shall be directed or otherwise in writing by all of the parties hereto, and the said third parties, if any, or by final order, or judgment of a court of competent jurisdiction. 4 CUSIP NO. 431155 10 0 13D PAGE 24. 6. The ESCROW HOLDER shall not be required to institute, defend or intervene in any legal action to enforce the terms and conditions of this Agreement, nor to take any other action until the ESCROW HOLDER has been indemnified to his satisfaction against all expenses and liabilities incurred and to be incurred by the ESCROW HOLDER. 7. The ESCROW HOLDER shall not be liable for anything done or permitted by him to be done in good faith.

OBLIGATIONS OF ESCROW HOLDER. The obligations of the ESCROW HOLDER shall be governed by and subject to the following provisions and conditions: 1. The ESCROW HOLDER shall not be required to give security nor shall the ESCROW HOLDER be responsible for the acts, omissions, faults, errors, fraud, failure or misconduct of any agent whom it may reasonably employ in the exercise of the powers conferred upon the ESCROW HOLDER hereunder, nor for any loss occasioned by the acts, omissions, or defaults by the ESCROW HOLDER, unless such acts, omissions or defaults constitute a breach of trust knowingly and intentionally committed by the ESCROW HOLDER. 2. The ESCROW HOLDER shall not in any way be bound or affected by any notice of modification or of cancellation of this Agreement unless such notice is in writing and signed by all parties hereto, nor shall the ESCROW HOLDER be bound by any modification hereof unless the same shall be satisfactory to him. 3. The ESCROW HOLDER may act in reliance upon any document, instrument or signature believed by him to be genuine and the ESCROW HOLDER may assume that any person purporting to give any notice or instruction in accordance with the provisions hereof has been duly authorized to do so. 4. This Agreement sets forth exclusively the ESCROW HOLDER's duties with respect to any and all matters pertinent hereto. The ESCROW HOLDER shall not be bound by the provisions of any agreement other than the terms of this Agreement. 5. In the event that the ESCROW HOLDER shall be uncertain as to its duties or rights hereunder, or should it receive instructions, claims or demands from any other parties hereto or from third parties with respect to the Shares held hereunder which, in his opinion, are in conflict with any provisions of this Agreement, it shall be entitled to refrain from taking any action (other than to keep safely the Shares) until it shall be directed or otherwise in writing by all of the parties hereto, and the said third parties, if any, or by final order, or judgment of a court of competent jurisdiction. 4 CUSIP NO. 431155 10 0 13D PAGE 24. 6. The ESCROW HOLDER shall not be required to institute, defend or intervene in any legal action to enforce the terms and conditions of this Agreement, nor to take any other action until the ESCROW HOLDER has been indemnified to his satisfaction against all expenses and liabilities incurred and to be incurred by the ESCROW HOLDER. 7. The ESCROW HOLDER shall not be liable for anything done or permitted by him to be done in good faith.

OBLIGATIONS OF ESCROW HOLDER. The obligations of the ESCROW HOLDER shall be governed by and subject to the following provisions and conditions: 1. The ESCROW HOLDER shall not be required to give security nor shall the ESCROW HOLDER be responsible for the acts, omissions, faults, errors, fraud, failure or misconduct of any agent whom it may reasonably employ in the exercise of the powers conferred upon the ESCROW HOLDER hereunder, nor for any loss occasioned by the acts, omissions, or defaults by the ESCROW HOLDER, unless such acts, 8 CUSIP NO. 431155 10 0 13D PAGE 13 omissions or defaults constitute a breach of trust knowingly and intentionally committed by the ESCROW HOLDER. 2. The ESCROW HOLDER shall not in any way be bound or affected by any notice of modification or of cancellation of this Agreement unless such notice is in writing and signed by all parties hereto, nor shall the ESCROW HOLDER be bound by any modification hereof unless the same shall be satisfactory to him. 3. The ESCROW HOLDER may act in reliance upon any document, instrument or signature believed by him to be genuine and the ESCROW HOLDER may assume that any person purporting to give any notice or instruction in accordance with the provisions hereof has been duly authorized to do so. 4. This Agreement sets forth exclusively the ESCROW HOLDER's duties with respect to any and all matters pertinent hereto. The ESCROW HOLDER shall not be bound by the provisions of any agreement other than the terms of this Agreement. 5. In the event that the ESCROW HOLDER shall be uncertain as to its duties or rights hereunder, or should it receive instructions, claims or demands from any other parties hereto or from third parties with respect to the Shares held hereunder which, in his opinion, are in conflict with any provisions of this Agreement, it shall be entitled to refrain from taking any action (other than to keep safely the Shares) until it shall be directed or otherwise in writing by all of the parties hereto, and the said third parties, if any, or by final order, or judgment of a court of competent jurisdiction. 4 CUSIP NO. 431155 10 0 13D PAGE 24. 6. The ESCROW HOLDER shall not be required to institute, defend or intervene in any legal action to enforce the terms and conditions of this Agreement, nor to take any other action until the ESCROW HOLDER has been indemnified to his satisfaction against all expenses and liabilities incurred and to be incurred by the ESCROW HOLDER.. 9 CUSIP NO. 431155 10 0 13D PAGE 14 7. The ESCROW HOLDER shall not be liable for anything done or permitted by him to be done in good faith.