Provisions Concerning the Escrow Agent. 4.1 Escrow Agent may resign and be discharged from their duties hereunder at any time by giving notice of such resignation to the Parties specifying a date when such resignation shall take effect. The Parties may jointly remove the Escrow Agent as escrow agent by giving notice of such removal to the Escrow Agent and specifying a date when such removal shall take effect. Upon such notice, the Parties shall appoint a successor escrow agent, such successor escrow agent to become escrow agent hereunder upon the resignation or removal date specified in the appropriate notice. Escrow Agent shall continue to serve until the successor accepts the escrow and receives the funds.
4.2 Escrow Agent undertakes to perform such duties as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument, or signature believed by them to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so.
4.3 The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for any action taken or omitted to be taken by it in good faith, and in accordance with the advice of counsel (which counsel may be of Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by willful misconduct or gross negligence.
4.4 The Parties agree to indemnify the Escrow Agent and hold them harmless against any and all liabilities incurred by them hereunder, except in the case where such liabilities result from their own willful misconduct or gross negligence.
Provisions Concerning the Escrow Agent. Section 3.1.
Provisions Concerning the Escrow Agent. (a) The Escrow Agent shall be entitled to employ such legal counsel and other experts as it may deem necessary to advise it properly in connection with its obligations hereunder and may rely on the advice of such counsel, and may pay them reasonable compensation therefor. All fees and expenses of such legal counsel and other experts shall be borne one-half by the Shareholders and one-half by Computone.
(b) Notwithstanding any other provision herein contained, the Escrow Agent may at all times act upon and in accordance with the joint written instructions of the
Provisions Concerning the Escrow Agent
