Common use of Provisions Regarding Escrow Agent Clause in Contracts

Provisions Regarding Escrow Agent. (a) The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent will not be subject to, or be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate or other instrument received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment or any act done or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (b) The Escrow Agent, upon prior notice to the Buyer and the Agent, may consult with and obtain advice from legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion of its legal counsel. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (c) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination of the party or parties entitled to receive the same, and the Escrow Agent shall incur no liability therefor. (d) If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, the Escrow Agent may refuse to make such disbursement until the Escrow Agent shall have received instructions in writing signed by each of the Agent and the Buyer, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant to paragraph (c) of this Section 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or order.

Provisions Regarding Escrow Agent. (a) The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this AgreementAgreement and the Escrow Agent shall have no implied duties. The Escrow Agent will not be subject to, or be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer Purchaser and the AgentSeller. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate certificate, statement, request, instruction, direction or other agreement or other instrument (in each case, only if in writing) or any signature received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent may assume that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent's duties hereunder, has been duly authorized to do so. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment or any act done or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except that the Escrow Agent will be liable only for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (b) The Escrow Agent, upon prior notice to the Buyer Seller and the AgentPurchaser, may consult with and obtain advice from legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting or failing to act in accordance with the opinion of its legal counsel. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (c) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination of the party or parties entitled to receive the same, and the Escrow Agent shall incur no liability therefor. (d) If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if the Escrow Agent receives a notice, claim, demand or instruction which the Escrow Agent in good faith believes is in conflict with any of the provisions of this Agreement, or if the Escrow Agent is advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, or if for any other reason it shall be uncertain as to its duties or rights hereunder or unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, the Escrow Agent may may, without liability to any person, refuse to make such any disbursement until the Escrow Agent shall have received instructions in writing signed by each of the Agent Purchaser and the BuyerSeller, or until directed by a final nonappealable order of a court (in an action brought by the Escrow Agent pursuant to paragraph Subsection (c) of this Section 6 above or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or order. The Escrow Agent shall be under no duty to institute or defend any such legal proceedings, although the Escrow Agent may, in its discretion and at the expense of Purchaser and Seller, institute or defend such proceedings. The parties hereto authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute hereunder, the Escrow Agent shall be entitled to petition a court of competent jurisdiction and shall perform any acts ordered by such court. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable control. (d) The provisions of this Section 6 shall survive the resignation of the Escrow Agent or the termination or expiration of this Escrow Agreement.

Provisions Regarding Escrow Agent. (a) The duties of the parties acknowledge that Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreementis acting solely as a stakeholder at their request and for their convenience. The Escrow Agent will is not be subject to, or be obliged a party to recognize, and is not bound by any other agreement between the parties hereto (including parties. Escrow Agent is acting in the Purchase Agreement) or directions or instructions capacity of a depository only. Escrow Agent shall not specifically set forth as provided for herein, other than any joint written instructions be deemed to be the agent of either of the Buyer parties and Escrow Agent shall not be liable to either of the Agentparties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this agreement or involving gross negligence. The parties shall jointly and severally indemnify and hold Escrow Agent will not make any payment or disbursement harmless from or out and against all costs, claims and expenses, including reasonable attorneys' fees and disbursements incurred in connection with the performance of the Escrow Fund that is not expressly authorized pursuant Agent's duties hereunder, except with respect to this Agreement. The acts or omissions taken or suffered by Escrow Agent may rely upon and act upon any written noticein bad faith, certificate or other instrument received by it pursuant to the provisions in willful disregard of this Agreement that it reasonably believes to be genuineagreement or involving gross negligence on the part of Escrow Agent. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment or any act done or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (b) The Escrow Agent, upon prior notice to the Buyer and the Agent, may consult with and obtain advice from of legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and the of this agreement. Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of its legal counsel. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (c) If at any time the Escrow Agent shall be uncertain of its duties or in doubt as the event of a dispute, Escrow Agent shall either continue to hold the party Closing Documents until otherwise directed by joint written instructions signed by both Reliable and RWT or parties entitled to receive any by a final judgment of a court of competent jurisdiction, or all of the Escrow Fund, the (ii) Escrow Agent may apply to deposit the Closing Documents with a court for a determination of the party or parties entitled competent jurisdiction and, after giving written notice of such action to receive the sameSeller and Purchaser, and the Escrow Agent shall incur no liability therefor. (d) If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, the Escrow Agent may refuse to make such disbursement until the Escrow Agent shall have received instructions no further obligations or liability with respect to the Closing Documents. The parties each acknowledge and agree that, if a dispute arises with respect to the Closing Documents or otherwise in writing signed by each of the Agent and the Buyerconnection with this agreement, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant may continue to paragraph (c) of this Section 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or orderrepresent RWT and WRM.

Provisions Regarding Escrow Agent. (ai) The duties and obligations of the Escrow Agent hereunder will shall be limited to the observance of determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. Escrow Agent shall be fully protected in acting on or relying upon any written advise, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give advise, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (ii) The Escrow Agent will not shall be subject tofully protected in acting on or relying upon any written advice, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be obliged genuine and to recognizehave been signed or presented by the proper party or parties, and may assume that any person purporting to give advise, certificate, notice direction, instruction or request or other agreement between the parties hereto paper or document has been duly authorized to do so. (including the Purchase Agreementiii) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate or other instrument received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will shall not be liable for any error of judgment judgment, or for any act done or any step taken or omitted by it in good faith or for any mistake of in fact or law law, or for anything that which it might may do or refrain from doing in connection with this Agreementherewith, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (biv) The Escrow Agent, upon prior notice to Agent may seek the Buyer and the Agent, may consult with and obtain advice from of legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof of this Agreement or the Escrow Agent's its duties hereunder, and the Escrow Agent it shall incur no liability and shall be fully protected in acting respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of its legal such counsel. The If a controversy arises between one or more parties hereto, as to whether or not or to whom the Escrow Agent shall deliver the Xxxxxxx Money or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Xxxxxxx Money, the Escrow Agent shall not be responsible in required to determine such controversy and need not make any manner whatsoever for any failure or inability of any delivery of the other Xxxxxxx Money or any portion thereof but may retain the Xxxxxxx Money without liability to anyone until the rights of the parties heretoto the dispute shall have been finally resolved by mutual agreement, or anyone elseby order, to perform judgment or comply with any provisions decree, accompanied by an opinion of this Agreement. (c) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination counsel of the party requesting release of the Xxxxxxx Money to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties entitled to receive by a court of competent jurisdiction of the sameUnited States of America and the time for appeal thereof, if any has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall incur be under no liability thereforduty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or a written notice form any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (dv) If at any time Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent shall receive conflicting noticesfor, claimsand hold it harmless against, demands any loss, liability or instructions with respect to any disbursement from expense, including, without limitation, reasonable attorneys' fees, incurred without bad faith, willful misconduct or gross negligence on the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, part of the Escrow Agent may refuse or its employees and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to make such disbursement until this Agreement. (vi) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent shall have received instructions in writing signed by each of under the Agent terms and the Buyer, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant to paragraph (c) conditions of this Section 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or orderAgreement.

Provisions Regarding Escrow Agent. (ai) The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. (ii) The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between the Purchaser, the Sellers and/or any other third party which may be referred to herein or as to which the escrow relationship created by this Agreement relates, including but not limited to this Agreement. The Escrow Agent will not be subject to, or be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth or as provided for herein, other than any joint written instructions of the Buyer Purchaser and the Agent. Beneficial Owners. (iii) The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate certificate, statement, request, advice, instruction, direction or other instrument or signature received by it that it believes in good faith to be genuine and to have been delivered pursuant to the provisions of this Agreement Agreement, and may assume that it reasonably believes any person purporting to be genuine. The give the Escrow Agent will use any of the same degree of care and skill foregoing in performing its services hereunder as an ordinary prudent person would accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent's duties hereunder, has been duly authorized to do or use under the circumstances in the conduct of his or her own affairsso. The Escrow Agent will not be liable for any error of judgment judgment, mistake of fact or law, any act done or omission, or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreementnot taken, except that as a result of its willful misconduct or gross negligence. This provision shall survive resignation or removal of the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall and the termination of this Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow FundAgreement. (biv) The Escrow Agent, upon prior notice to the Buyer and the Agent, Agent may consult with and obtain advice from legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion advice of its legal counsel. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (cv) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination of the party or parties entitled to receive the same, and the Escrow Agent shall incur no liability therefor. (d) If at any time the Escrow Agent shall receive conflicting noticesany certificate, claimsstatement, demands request, notice, advice, instruction, direction or instructions other agreement or instrument from any other party with respect to any disbursement from the Escrow FundFund which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, or be uncertain as to its duties or rights hereunder, the Escrow Agent may refuse shall be entitled, without liability to make such disbursement any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall have received instructions be directed otherwise in writing signed by each of the Agent and the Buyer, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant to paragraph accordance with Section (c) of this Section 6 or by any other personExhibit 1.3(c), whereupon the Escrow Agent shall make such disbursement in accordance with such joint written instructions or orderin accordance with a final, non-appealable order of a court of competent jurisdiction as to the disposition of the Escrow Fund. The Escrow Agent shall be under no duty to institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense of Sellers and Purchaser, institute or defend such proceedings. The parties hereto authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute hereunder, the Escrow Agent shall be entitled to petition a court of competent jurisdiction and shall perform any acts ordered by such court. The Escrow Agent's fees and costs for such litigation shall be reimbursed as incurred as provided in Section (f) of this Exhibit 1.3(c) below. (vi) In no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, actions of public authorities, or any other similar cause or catastrophe, in each case beyond the Escrow Agent's reasonable control. (vii) The Escrow Agent makes no representations as to the validity, value, genuineness, or the collectibility of any security or other document or instrument held by or delivered to the Escrow Agent by or on behalf of the parties hereto.

Provisions Regarding Escrow Agent. (ai) The duties and obligations of the Escrow Agent hereunder will shall be limited to the observance of determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. . (ii) The Escrow Agent will not shall be subject tofully protected in acting on or relying upon any written advice, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be obliged genuine and to recognizehave been signed or presented by the proper party or parties, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other agreement between the parties hereto paper or document has been duly authorized to do so. (including the Purchase Agreementiii) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate or other instrument received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will shall not be liable for any error of judgment judgment, or for any act done or any step taken or omitted by it in good faith or for any mistake of in fact or law law, or for anything that which it might may do or refrain from doing in connection with this Agreementherewith, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (biv) The Escrow Agent, upon prior notice to Agent may seek the Buyer and the Agent, may consult with and obtain advice from of legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof of this Agreement or the Escrow Agent's its duties hereunder, and the Escrow Agent it shall incur no liability and shall be fully protected in acting respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of its legal such counsel. The If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit, the Escrow Agent shall not be responsible in required to determine such controversy and need not make any manner whatsoever for any failure or inability of any delivery of the other Deposit or any portion thereof but may retain the Deposit without liability to anyone until the rights of the parties heretoto the dispute shall have been finally resolved by mutual agreement, or anyone elseby order, to perform judgment or comply with any provisions decree, accompanied by an opinion of this Agreement. (c) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination counsel of the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties entitled to receive by a court of competent jurisdiction of the sameUnited States of America and the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall incur be under no liability thereforduty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (dv) If at any time Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent shall receive conflicting noticesfor, claimsand hold it harmless against, demands any loss, liability or instructions with respect to any disbursement from expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, part of the Escrow Agent may refuse or its employees and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to make such disbursement until this Agreement. (vi) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent shall have received instructions in writing signed by each of under the Agent terms and the Buyer, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant to paragraph (c) conditions of this Section 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or orderAgreement.

Provisions Regarding Escrow Agent. (a) The duties All funds shall be held in an attorney IOLTA account without investment or accrual of interest. Disbursements shall be made to the parties upon receipt of a written directive executed by Seller and Purchaser containing joint instructions. (b) Seller and Purchaser acknowledge and agree that in the event of any conflicting instruction or disagreement as to the disbursement of the funds, Escrow Agent hereunder will be limited to the observance may interplead all of the express provisions funds into the District Court of Harris County, Txxxx. (c) Escrow Agent hereby agrees to perform its services without charge other than reimbursement of out-of-pocket expenses and other costs as may be incurred by Escrow Agent in the administration of this Agreement ("Expenses"), which Expenses, if any, shall be borne by Seller. (d) Escrow Agent is under no duty to enforce payment or delivery of any assignment or payment contemplated hereunder. Escrow Agent shall be protected in acting upon any notice, request, certificate, approval, consent or any other paper believed by him to be genuine, signed by the proper party or parties and in accordance with the terms of this Agreement. The Escrow Agent will shall, upon request, provide the requesting party with a statement which summarizes all disbursement activity. Escrow Agent shall be under no duty or obligation other than those herein specifically provided. Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of any other agreement. Seller and Purchaser hereby agree that each shall indemnify and hold Escrow Agent harmless from any and all losses, costs, damages or expenses (including reasonable attorney's fees) it may sustain by reason of its services as Escrow Agent hereunder except by reason of such acts or omissions for which Escrow Agent is responsible under the next sentence following. Escrow Agent shall not be subject to, liable for any action taken or be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate or other instrument received taken by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances terms hereof in the conduct absence of his an express breach of its obligations hereunder or her own affairs. The gross negligence or willful misconduct on its part; in particular, Escrow Agent will not be liable for any error of judgment or any act done or any step negligent action taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except that the Escrow Agent will be liable for on its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fundpart. (b) The Escrow Agent, upon prior notice to the Buyer and the Agent, may consult with and obtain advice from legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion of its legal counsel. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (c) If at any time the Escrow Agent shall be in doubt as to the party or parties entitled to receive any or all of the Escrow Fund, the Escrow Agent may apply to a court for a determination of the party or parties entitled to receive the same, and the Escrow Agent shall incur no liability therefor. (d) If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, the Escrow Agent may refuse to make such disbursement until the Escrow Agent shall have received instructions in writing signed by each of the Agent and the Buyer, or until directed by a final order of a court (in an action brought by the Escrow Agent pursuant to paragraph (c) of this Section 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or order.