Common use of Rights and Duties of the Escrow Agent Clause in Contracts

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Escrow Property, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrow Property as herein provided or by reason of any non-appealable order of a court of competent jurisdiction. The Escrow Agent shall not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. (b) O2DIESEL and the Stockholders hereby agree to jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("Losses"), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, O2DIESEL and the Stockholders also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. (c) The Escrow Agent shall have the right to resign after first having given the Indemnification Parties notice in writing of its intent to resign at least thirty (30) days in advance. At the expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining Escrow Property to a successor Escrow Agent designated in writing by all of the Indemnification Parties. If the Indemnification Parties fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of the Indemnification Parties, institute a bill of interpleader as conxxxxlated by Section 7(e)(ii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act. (d) The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL is entitled to indemnification under the Support Agreement or the proper amount of any such indemnification. (e) Should any controversy arise between or among the Indemnification Parties or any other person, firm or entity with respect to this Agreement, the Escrow Property or any part thereof, or the right of any party or other person to receive the Escrow Property, or should the Indemnification Parties fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property until the controversy is resolved and/or (ii) institute a bill of interpleader in any xxxrt of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill of interpleader shall xxx, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Escrow Property as hereinabove set forth other than to tender the Escrow Property into the possession and control of such court).

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied be liable as a depository only with its duties and no obligation to take any action hereunder except for any action being only those specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind herein and which are ministerial in connection with this Agreement or the Escrow Property, nature and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrow Property as herein provided or by reason of any non-appealable order of a court of competent jurisdictiondiscretionary. The Escrow Agent shall not be liable to any party for any action mistake of fact or error in judgment, or for any act or failure to act of any kind taken or omitted in good faith and believed by it to be taken hereunder authorized or in connection herewith except for its own gross negligence within the rights or powers conferred by this Agreement, unless there be shown willful misconduct or breach of gross negligence. Anything in this Agreement to the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employeescontrary notwithstanding, agents and attorneys-in-fact. (b) O2DIESEL and the Stockholders hereby agree to jointly and severally indemnify, hold harmless and defend in no event shall the Escrow Agent and its directorsbe liable for special, officers, agents and employees indirect or consequential loss or damage of any kind whatsoever (collectively, the "Indemnitees") from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("Losses"but not limited to lost profits), that may be imposed on, incurred by or asserted against, even if the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation Escrow Agent has been advised of the immediately preceding sentence, O2DIESEL likelihood for such loss or damage and the Stockholders also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out regardless of the Escrow Agent's performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconductform of action. The provisions of this Section 7(b) parties hereto acknowledge that the foregoing indemnities shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for or the termination of this Agreement. (b) The Escrow Agent shall not be liable in any reasonrespect on account of identity, authority or rights of persons executing or delivering, or purporting to execute or deliver, any document or item, and may rely absolutely and be fully protected in acting upon any item, document or other writing believed by it to be authentic in performing its duties hereunder. (c) The Escrow Agent shall be indemnified and held harmless by the parties to this Agreement from and against all costs, damages, liabilities and expenses which the Escrow Agent may incur or sustain in connection with or arising out of this Escrow Agreement, including, but not limited to, any costs, damages, liabilities and expenses that may be incurred as a result of claims or actions by third parties. The Escrow Agent shall be entitled to consult with and engage the services of legal counsel of its choice with respect to any matter pertaining to this Agreement and shall be entitled to reimbursement for the reasonable costs and expenses of such legal counsel. (d) The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and no other or further duties or responsibilities shall be implied. 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 Purchase Agreement. (e) The Escrow Agent shall have the right to resign after first having given the Indemnification Parties notice in writing of its intent to resign at least thirty (30) days 20 Business Days in advance. At the expiration of such thirty (30) days20 Business Day period, the Escrow Agent shall deliver the remaining Escrow Property Fund to a successor Escrow Agent designated in writing by all of the Indemnification Parties. If the Indemnification Parties fail to designate a successor to the Escrow Agent within such time20 Business Day period, the Escrow Agent shall, at the expense of the Indemnification Parties, institute a bill xxxx of interpleader as conxxxxlated contemplated by Section 7(e)(ii4(e)(ii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any mergerreorganization, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act. (df) The If (i) the Escrow Fund is at any time attached, garnished or levied upon under any court order, or (ii) the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or (iii) any order, judgment or decree shall be made or entered by any court of competent jurisdiction from which no appeal may timely be taken affecting such property or any part thereof, then in any of such events the Escrow Agent shall be entitled is authorized, in its sole discretion, to rely upon and comply with any such order, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, judgment or decree it shall not be liable to any of the accuracy, act in reliance upon the contents and assume the genuineness of parties hereto or to any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper other person, without firm or corporation by reason of such compliance, even though such order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (g) IMSI and Stockholders’ Representative may, by joint written direction, request the necessity resignation of the Escrow Agent verifying the truth or accuracy thereofAgent. The Escrow Agent shall not be obligated required to investigate or in any way determine whether O2DIESEL is entitled to indemnification under resign until its reasonable fees and out-of-pocket expenses have been paid. Such direction shall also include the Support Agreement or designation of the proper amount successor Escrow Agent. Upon the turnover of any such indemnification. (e) Should any controversy arise between or among the Indemnification Parties or any other person, firm or entity with respect to this Agreement, the Escrow Property or any part thereof, or Fund to the right of any party or other person to receive the successor Escrow Property, or should the Indemnification Parties fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to takeAgent, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property until the controversy is resolved and/or (ii) institute a bill of interpleader be released from any further liability or responsibility in any xxxrt of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill of interpleader shall xxx, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers connection therewith other than liability resulting from the Escrow Property as hereinabove set forth other than to tender Agent’s gross negligence, bad faith or misconduct or breach of the Escrow Property into the possession and control specific provisions of such court)this Agreement.

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have and may exercise such powers hereunder as are specifically delegated to the Escrow Agent by the terms hereof, together with such powers as are reasonably incidental thereto, including the power to hire attorneys to represent the Escrow Agent with respect to matters arising from this Agreement and the Escrow Agent shall have no implied duties and no or any obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Escrow Property, and shall not be required to deliver the same property in the Escrow Fund or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the property in the Escrow Property Fund as herein provided or by reason of any non-appealable an order of a court of competent jurisdictionjurisdiction from which no appeal may timely be taken. The Escrow Agent shall not be liable to any party hereto for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence negligence, bad faith or willful misconduct misconduct. The Escrow Agent shall be fully justified in failing or breach refusing to take any action under this Agreement unless it shall first be indemnified to its reasonable satisfaction against any and all liability and expense which may be incurred by it by reason of the specific provisions of this Agreementtaking or continuing to take any such action. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements or documents which may be related to, referred to in or deposited with the Escrow Agent in connection with this Agreement. (b) O2DIESEL and the Stockholders hereby agree to jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("Losses"), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, O2DIESEL and the Stockholders also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. (c) The Escrow Agent shall have the right to resign after first having given the Indemnification Parties Town and SHL notice in writing of its intent to resign at least thirty (30) days in advance. At the expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining property in the Escrow Property Fund to a successor Escrow Agent (which shall be a nationally recognized banking institution that does not hold deposits of the Town or SHL) designated in writing by all of the Indemnification PartiesTown and SHL. If the Indemnification Parties Town and SHL fail to designate a successor to the Escrow Agent within such timethirty day period, the Escrow Agent shall, at the expense may institute a xxxx of interpleader hereof and shall thereafter be deemed to be solely a custodian of the Indemnification Partiesproperty in the Escrow Fund without further duties hereunder. (c) If any property subject hereto is at any time attached, institute a bill garnished or levied upon, under any court order, or in case the payment, assignment, transfer, conveyance or delivery of interpleader as conxxxxlated any such property shall be stayed or enjoined by Section 7(e)(ii) hereof. Any corporation any court order, or association into in case any order, judgment or decree shall be made or entered by any court of competent jurisdiction from which no appeal may timely be taken affecting such property, or any part thereof, then in any of such events, the Escrow Agent is authorized, in its individual capacity sole discretion, to rely upon and comply with any such order, writ, judgment or decree, which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment, award or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance, even through such order, writ, judgment, award or decree may be merged subsequently reversed, modified, annulled, set aside or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further actvacated. (d) The Escrow Agent shall be entitled to rely upon the accuracyaccuracy of, act in reliance upon the contents of, and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL any party to the Landfill Agreement is entitled to indemnification all or any portion of the property in the Escrow Fund. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Fund which, in its sole discretion, are in conflict either with other instructions received by it or with any provision of this Agreement, the Escrow Agent shall so notify the Town and SHL and shall have the absolute right to suspend all further performance under this Agreement (except for the Support Agreement safekeeping of the property in the Escrow Account) until the resolution of such uncertainty or conflicting instructions to the proper amount Escrow Agent’s sole satisfaction by final judgment of any such indemnificationa court of competent jurisdiction, joint written instructions from the parties hereto, or otherwise. (e) Should any controversy arise between or among the Indemnification Parties Town or SHL, or any other person, firm or entity entity, with respect to this Agreement, the Escrow Property Fund, or any part thereof, or the right of any party or other person to receive the property in the Escrow PropertyFund, or should the Indemnification Parties Town and SHL fail to designate another Escrow Agent as provided in Section 7(c) hereofAgent, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the property in the Escrow Property Fund until the controversy is resolved and/or resolved, or (ii) institute a bill xxxx of interpleader in any xxxrt court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill xxxx of interpleader shall xxxnot, however, be deemed to modify the manner in which the Escrow Agent is entitled to make transfers from disbursements of the property in the Escrow Property Account as hereinabove set forth other than to tender the property in the Escrow Property Fund into the possession and control registry of such court). (f) The Escrow Agent shall be compensated in the amount of $ per year for the ordinary administrative services to be rendered hereunder, which amount may be withdrawn from the Escrow Account by the Escrow Agent on or about June 15 of each year, following written notice from the Escrow Agent to the Town and SHL. The Town and SHL shall split equally all other fees and expenses of the Escrow Agent, including reasonable attorney’ fees and expenses, if any, which it may incur in connection with the performance of its duties under this Agreement. (g) The Town and SHL agree jointly and severally to indemnify the Escrow Agent and hold it harmless from and against any loss, liability, expense (including, without limitation, reasonable attorneys’ fees and expenses), claim or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, except for the gross negligence or willful misconduct of the Escrow Agent. These indemnities shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Escrow PropertyEscrowed Shares, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrow Property Escrowed Shares as herein provided or by reason of any non-appealable order of a court of competent jurisdiction. The Escrow Agent shall not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. (b) O2DIESEL O2Diesel and the Stockholders Stockholder hereby agree to jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents and employees (collectively, the "IndemniteesINDEMNITEES") from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("LossesLOSSES"), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, O2DIESEL O2Diesel and the Stockholders Stockholder also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. (c) The Escrow Agent shall have the right to resign after first having given O2Diesel and the Indemnification Parties Stockholder notice in writing of its intent to resign at least thirty (30) days in advance. At the expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining Escrow Property Escrowed Shares to a successor Escrow Agent designated in writing by all of O2Diesel and the Indemnification PartiesStockholder. If the Indemnification Parties O2Diesel and the Stockholder fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of O2Diesel and the Indemnification PartiesStockholder, institute a bill of interpleader as conxxxxlated by Section 7(e)(ii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act. (d) The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL the Option is entitled to indemnification under the Support Agreement or the proper amount of any such indemnificationexercisable. (e) Should any controversy arise between or among O2Diesel, the Indemnification Parties or Stockholder and/or any other person, firm or entity with respect to this Agreement, the Escrow Property Escrowed Shares or any part thereof, or the right of any party or other person to receive the Escrow PropertyEscrowed Shares, or should O2Diesel and the Indemnification Parties Stockholder fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property Escrowed Shares until the controversy is resolved and/or (ii) institute a bill of interpleader in any xxxrt of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill of interpleader shall xxx, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Escrow Property Escrowed Shares as hereinabove set forth other than to tender the Escrow Property Escrowed Shares into the possession and control of such court).

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any action specifically provided by this Escrow Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Escrow Agreement or the Escrow Property, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrow Property as herein provided or by reason of any non-appealable order of a court of competent jurisdictionFinal Order. The Escrow Agent shall not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this AgreementEscrow Agreement or unless a court of competent jurisdiction determines that the Escrow Agent was the primary cause of any loss to Verticalnet and the Shareholder. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. The Escrow Agent shall be under no duty to inquire into or investigate the validy, accuracy or content of any such document. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safe all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) O2DIESEL Verticalnet and the Stockholders hereby agree to Shareholder shall jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents and employees (collectively, the "“Indemnitees"”) from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("“Losses"”), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Escrow Agreement. In addition to and not in limitation of the immediately preceding sentence, O2DIESEL Verticalnet and the Stockholders Shareholder, jointly and severally, also agree to shall indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's ’s performance under this Escrow Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. The parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder. (c) The Escrow Agent shall have the right to resign after first having given the Indemnification Parties notice in writing of its intent to resign at least thirty (30) 30 days in advance. At the expiration of such thirty (30) 30 days, the Escrow Agent shall deliver the remaining Escrow Property to a successor Escrow Agent designated in writing by all of the Indemnification Parties. If the Indemnification Parties fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of the Indemnification Parties, institute a bill of interpleader as conxxxxlated by Section 7(e)(ii) hereofshall appoint its successor. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Escrow Agreement without further act. (d) The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Escrow Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL Verticalnet is entitled to indemnification under the Support Merger Agreement or the proper amount of any such indemnification. (e) Should any controversy arise between or among the Indemnification Parties or any other person, firm or entity with respect to this Escrow Agreement, the Escrow Property or any part thereof, or the right of any party or other person to receive the Escrow Property, or should the Indemnification Parties fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property until the controversy is resolved and/or (ii) institute a bill xxxx of interpleader in any xxxrt court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill xxxx of interpleader shall xxxnot, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Escrow Property as hereinabove set forth other than to tender the Escrow Property into the possession and control of such court).

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Shareholder Escrow PropertyShares, the Financing Escrow Shares or the Rightholder Escrow Shares, as applicable, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrow Property any Common Shares or property as herein provided or by reason of any non-appealable order of a court of competent jurisdiction. The Escrow Agent shall not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. (b) O2DIESEL Chilco, the Shareholders’ Representative, the Shareholders and the Stockholders Principal Shareholders hereby agree to jointly and severally indemnify, hold harmless and defend the Escrow Agent and its directors, officers, agents agents, partners, Of-Counsels and employees (collectively, the "“Indemnitees"”) from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees and expenses ("“Losses"”), that may be imposed on, incurred by or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which they are authorized to rely pursuant to the terms of this Agreement. In addition to and not in limitation of the immediately preceding sentence, O2DIESEL Chilco, the Shareholders’ Representative, the Shareholders and the Stockholders Principal Shareholders also agree to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's ’s performance under this Agreement, provided the Indemnitees have not acted with gross negligence or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. (c) The Escrow Agent shall have the right to resign after first having given Chilco and the Indemnification Parties Shareholders’ Representative notice in writing of its intent to resign at least thirty (30) days in advance. At the expiration of such thirty (30) days, the Escrow Agent shall deliver the remaining Shareholder Escrow Property, Financing Escrow Property or Rightholder Escrow Property, as applicable, to a successor Escrow Agent designated in writing by all of Chilco and the Indemnification PartiesShareholders’ Representative. If Chilco and the Indemnification Parties Shareholders’ Representative fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of Chilco and the Indemnification PartiesShareholders or the Principal Shareholders, as applicable, institute a bill xxxx of interpleader as conxxxxlated contemplated by Section 7(e)(ii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act. (d) The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents and assume the genuineness of any notice which is given to the Escrow Agent in proper form pursuant to this Agreement and reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person, without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL is the Investors are entitled to indemnification under the Support Share Exchange Agreement or the proper amount of any such indemnification. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice the Escrow Agent shall not be liable to anyone. (e) Should any controversy arise between or among Chilco, the Indemnification Parties or Shareholders’ Representative, the Shareholders, the Principal Shareholders and/or any other person, firm or entity with respect to this Agreement, the Shareholder Escrow Property, the Financing Escrow Property, the Rightholder Escrow Property or any part thereof, or the right of any party or other person to receive the Escrow Propertysuch property, or should Chilco and the Indemnification Parties Shareholders’ Representative fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Shareholder Escrow Property, the Financing Escrow Property and the Rightholder Escrow Property, as applicable, until the controversy is resolved and/or (ii) institute a bill xxxx of interpleader in any xxxrt court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill xxxx of interpleader shall xxxnot, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Shareholder Escrow Property, the Financing Escrow Property and the Rightholder Escrow Property, as applicable, as hereinabove set forth other than to tender the Escrow Property such property into the possession and control of such court).

Rights and Duties of the Escrow Agent. (ai) The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no other duties, responsibilities or obligations shall be inferred or implied. (ii) The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among any or all of the Payors or to which any Payor is a party (including but not limited to the Purchase Agreement or the Acquisition Agreement), even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from any Payor or an entity acting on the behalf of any Payor. (iii) The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder. (iv) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Property (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have no implied duties and no obligation to take any action hereunder except been without legal force or effect. (v) The Escrow Agent shall not be liable for any action specifically provided taken or omitted by this Agreement to it in good faith and with due care or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Escrow Agent be taken liable (A) for acting in good faith in accordance with or relying upon any instruction, notice, demand, certificate or document from any Payor or any entity acting on behalf of any Payor, (B) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (C) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed with due care by the Escrow Agent, (D) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Property, or any loss of interest incident to any such delays, or (E) for an amount in excess of the value of the Deposit, but only to the extent of direct money damages. (vi) If the Escrow Agent is instructed to make a distribution pursuant to Section 3 of this Agreement and any reasonable fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent or its counsel hereunder have not been promptly paid when due, the Escrow Agent may reimburse itself therefore from the Escrow Property and may sell, convey or otherwise dispose of any Escrow Property for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of Escrow Property an amount of Escrow Property it believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder. (vii) The Escrow Agent may consult with legal counsel of its own choosing in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties under this Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Payors, severally and in equal proportions, agree to reimburse the Escrow Agent on demand for such reasonable legal fees, disbursements and expenses. (viii) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (ix) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith and with due care to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (x) Unless otherwise specifically set forth herein, the Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. Should the Escrow Agent in its sole discretion or otherwise credit Earnings before the same are finally collected, such credits shall be provisional and may be reversed by the Escrow Agent without notice until such time as the same shall be finally collected. All such collections shall be subject to the Escrow Agent’s usual collections practices or terms regarding items received by the Escrow Agent for deposit or collection. The Escrow Agent shall not be required, or have no responsibility or obligation any duty, to notify anyone of any kind payment or maturity under the terms of any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or security deposited hereunder or to exercise any right or privilege which may be afforded to the holder of any such security. (xi) The Escrow Agent shall not be responsible in connection any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with this Agreement respect to any securities or other property deposited hereunder. (xii) The Escrow Agent shall not be under any duty to give the Escrow Property, Property held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (xiii) When the Escrow Agent is instructed in writing to deliver securities against payment, or to effect payment against delivery, delivery and receipt of payment may not be completed simultaneously, and each Payor agrees that the same Escrow Agent shall incur no liability for any credit risk involved, and that the Escrow Agent may deliver and receive securities, and arrange for payments to be made and received, in accordance with customs prevailing from time to time among brokers or dealers in such securities. (xiv) At any part thereof or time the Escrow Agent may request an instruction in writing in English from the Payors, and may, at its own option, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any action with respect to any matters that might arise matter arising in connection therewith, other than to receive, hold, with its duties and make delivery of the Escrow Property as herein provided or by reason of any non-appealable order of a court of competent jurisdictionobligations hereunder. The Escrow Agent shall not be liable for acting in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least one Business Day after the Payor(s) receive the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of so acting, the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-facthas not received the written instructions requested. (bxv) O2DIESEL The Payors, severally and the Stockholders hereby agree to jointly in equal proportions, shall be liable for and severally indemnify, hold harmless shall reimburse and defend indemnify the Escrow Agent (and its directors, officers, agents any predecessor Escrow Agent) and employees (collectively, hold the "Indemnitees") Escrow Agent harmless from and against any and all claims, losses, actions, liabilities, lossescosts, damages, fines, penalties damages or expenses (including reasonable attorneys’ fees and expenses) (collectively “Losses”) arising from or in connection with its administration of this Agreement, provided, however, that nothing contained herein shall require the Escrow Agent to be indemnified for Losses caused by its own gross negligence or own willful misconduct. In addition, when the Escrow Agent acts on any information, instructions, communications (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telephone, telex or facsimile, the Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Payor(s) or is not in the form the Payor(s) sent or intended to send (whether due to fraud, distortion or otherwise). The Payor(s) shall severally indemnify the Escrow Agent against any loss, liability, claim or expense (including out-of-pocket and incidental expenses and reasonable legal fees and expenses expenses) it may incur with its acting in accordance with any such communication. This paragraph shall survive the termination of this Agreement or the removal of the Escrow Agent. ("Losses")xvi) In the event of any ambiguity or uncertainty hereunder or in any notice, that may be imposed oninstruction or other communication received by the Escrow Agent hereunder, incurred the Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Property, unless the Escrow Agent receives written instructions, signed by all Payors, which eliminates such ambiguity or uncertainty. (xvii) In the event of any dispute between or conflicting claims by or asserted againstamong the Payors and/or any other person or entity with respect to any Escrow Property, the Indemnitees Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Property so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any of them for following any instructions or other directions upon which they are authorized to rely pursuant way to the terms Payors for failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (A) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of this Agreement. In addition a court of competent jurisdiction, which order, judgment or decree is not subject to and not appeal, or settled by agreement between the conflicting parties as evidenced in limitation of a writing reasonably satisfactory to the immediately preceding sentence, O2DIESEL and Escrow Agent or (B) the Stockholders also agree Escrow Agent shall have received security or an indemnity satisfactory to indemnify and it sufficient to hold the Indemnitees and each of them it harmless from and against any and all Losses that which it may incur by reason of so acting. Any court order, judgment or decree shall be imposed onaccompanied by a legal opinion by counsel for the presenting party, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of reasonably satisfactory to the Escrow Agent's performance under this Agreement, provided to the Indemnitees have not acted with gross negligence effect that said order, judgment or engaged in willful misconduct. The provisions of this Section 7(b) shall survive the termination of this Agreement and the resignation or removal decree represents a final adjudication of the Escrow Agent rights of the parties by a court of competent jurisdiction, and that the time for any reason. (c) appeal from such order, judgment or decree has expired without an appeal having been perfected. The Escrow Agent shall have the right act on such court order and legal opinions without further question. The Escrow Agent may, in addition, elect, in its sole discretion, to resign after first having given the Indemnification Parties notice commence an interpleader action or seek other judicial relief or orders as it may deem, in writing of its intent to resign at least thirty sole discretion, reasonably necessary. The reasonable costs and expenses (30including reasonable attorneys’ fees and expenses) days incurred in advance. At the expiration of connection with such thirty (30) daysproceeding shall be paid in equal proportions by, and shall be deemed several obligations of, the Escrow Agent shall deliver the remaining Escrow Property to a successor Escrow Agent designated in writing by all of the Indemnification Parties. If the Indemnification Parties fail to designate a successor to the Escrow Agent within such time, the Escrow Agent shall, at the expense of the Indemnification Parties, institute a bill of interpleader as conxxxxlated by Section 7(e)(iiPayors. (xviii) hereof. Any corporation or association into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation or association to which all or substantially all the corporate trust business of the Escrow Agent in its individual capacity may be sold or otherwise transferred, shall be the Escrow Agent under this Agreement without further act. (dxix) The Escrow Agent shall provide to Payors monthly statements identifying transactions, transfers or holdings of Escrow Property and each such statement shall be entitled deemed to rely be correct and final upon receipt thereof by the accuracy, act in reliance upon Payors unless the contents and assume the genuineness of any notice which is given to Payors notify the Escrow Agent in proper form pursuant writing to this Agreement the contrary within thirty (30) Business Days of the date of such statement. (xx) A NEW ACCOUNT: To help the government fight the funding of terrorism and reasonably believed by it money laundering activities, Federal law requires all financial institutions to be genuine obtain, verify, and correct and record information that identifies each person who opens an account. When an account is opened, we will ask for information that will allow us to have been signed or sent by the proper personidentify relevant parties; provided, without the necessity of however, that the Escrow Agent verifying will enter into a confidentiality agreement on terms acceptable to the truth or accuracy thereof. The Escrow Agent shall not be obligated to investigate or in any way determine whether O2DIESEL is entitled to indemnification under the Support Agreement or the proper amount of any such indemnification. (e) Should any controversy arise between or among the Indemnification Parties or any other person, firm or entity with respect to this Agreement, the Escrow Property or any part thereof, or the right of any party or other person to receive the Escrow Property, or should the Indemnification Parties fail to designate another Escrow Agent as provided in Section 7(c) hereof, or if Payors and the Escrow Agent should be in doubt as to what action to take, the event the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Property until the controversy is resolved and/or (ii) institute a bill of interpleader in any xxxrt of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such bill of interpleader shall xxx, however, be deemed to modify the manner in which Escrow Agent is entitled to make transfers from the Escrow Property as hereinabove set forth other than to tender the Escrow Property into the possession and control of such court)requests confidential information.