Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller Sellers and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller Sellers or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller Sellers or between the SellerSellers, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller Sellers agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder will undertakes to perform only the duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be limited implied. Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no liability under and no duty to inquire as to the observance of the express provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. The Escrow Agent will is not make a party to the Purchase Agreement, is not bound by any payment of its terms, and has not undertaken in any way to effectuate, implement or disbursement from or out of comply with the Escrow Account except as provided by this Purchase Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor other party hereto or to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid anyone else for any reason action taken or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect omitted by it in good faith except to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute extent that a xxxx of interpleader in any court of competent jurisdiction to determine determines that Escrow Agent’s gross negligence, willful misconduct or bad faith was the rights cause of any loss suffered by such party. The Escrow Agent’s sole responsibility shall be for the safekeeping and releasing of the PartiesPurchase Price in accordance with the terms of this Agreement. The Purchaser and the Seller agree that In no event shall the Escrow Agent is acting solely as an escrow agent hereunder and not as a trusteebe liable for incidental, and that indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if the Escrow Agent has no fiduciary duties, obligations been advised of the likelihood of such loss or liabilities under this Agreementdamage and regardless of the form of action.

Liability of the Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and no duties are to be implied. The Escrow Agent has no fiduciary or discretionary duties of the any kind. The Escrow Agent hereunder will be limited has no liability under and no duty to inquire as to the observance provisions of any agreement other than this Escrow Agreement, including, without limitation, any other agreement between any or all of the express provisions of Parties or any other persons or entities even though reference to such agreement is made in this Escrow Agreement. The Escrow Agent will is not make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken omitted by it under the terms hereof Escrow Agent in good faith, except to the absence extent that a court of breach of its obligations hereunder or competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct on its partcaused any loss to Parent or the Securityholder Representative. In receiving The Escrow Agent’s sole responsibility is the amounts deposited into safekeeping and disbursement of the Escrow AccountFund in accordance with the terms of this Escrow Agreement. The Escrow Agent is not to be charged with knowledge or notice of any fact or circumstance not specifically set forth in this Escrow Agreement. The Escrow Agent is permitted to rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, that the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event will the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, without limitation, lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalties and regardless of the form of action. The Escrow Agent is not responsible for delays or failures in performance resulting from acts only beyond the Escrow Agent’s control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Escrow Agent is not obligated to take any legal action or commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is deposited, this Escrow Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent is permitted to consult legal counsel selected by the Escrow Agent in the event of any dispute or question as a depository for to the Purchaser and the Seller and assumes no responsibility except pursuant to construction of any of the provisions of this Agreement. No withdrawals shall be permitted from Escrow Agreement or of any other agreement related to this Escrow Agreement or of the Escrow Account except Agent’s duties under this Escrow Agreement, or relating to any dispute involving any Party related to this Escrow Agreement, and will incur no liability and will be fully indemnified from any liability whatsoever in acting in good faith in accordance with the advice of such counsel. Parent and the Securityholder Representative, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Parent and the Securityholder Representative agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as provided herein or as are required by law or court order. All of as the terms and conditions Escrow Agent reasonably requests in connection with the Escrow Agent's ’s duties and responsibilitiesunder this Escrow Agreement. The Escrow Agent is authorized, and in the rights of the Purchaser and the Seller Escrow Agent’s sole discretion, to comply with final orders issued or anyone else, process entered by any court with respect to the Escrow AccountFund, are contained solely in this Agreement and in any signature card required without determination by the Escrow Agent pertaining to of such court’s jurisdiction in the matter. If any portion of the Escrow AccountFund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property is stayed or enjoined by any court order, or in case any order, writ, judgment or decree is made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is not expected or required authorized, in the Escrow Agent’s sole discretion, to be familiar with the provisions of any other agreement, rely upon and shall not be charged comply with any responsibility such order, writ, judgment or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require decree that the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in is advised by legal counsel selected by the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with binding upon the Escrow Agent; and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event if the Escrow Agent obeys or complies with any such order, judgmentwrit, decree judgment or writ of any courtdecree, in whole or in part, it shall the Escrow Agent will not be liable to any of the Parties hereto, nor or to any other person or entity, entity by reason of such compliance, notwithstanding that it shall be determined that any compliance even if such order, judgmentwrit, judgment or decree or writ be entered without jurisdiction or be invalid for any reason or be is subsequently reversed, modified, annulled annulled, set aside or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. (a) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow, except for the Escrow Agent’s willful misconduct or gross negligence or breach of this Agreement. The Escrow Agent’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Agent hereunder will be limited to in accordance with the observance of the express provisions terms of this Agreement. The Escrow Agent will shall have no implied duties or obligations and shall not make be charged with knowledge or notice of any payment fact or disbursement from or out of the Escrow Account except as provided by this Agreementcircumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and act upon any instrument received by it pursuant effectiveness, but also as to the provisions truth and accuracy of this Agreement any information contained therein, which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for shall in good faith, after reasonable inquiry, believe to be genuine, to have been signed or presented by the Purchaser person or parties purporting to sign the same and the Seller and assumes no responsibility except pursuant to conform to the provisions of this Agreement. No withdrawals In no event shall be permitted from the Escrow Account except as provided herein Agent be liable for incidental, indirect, special, consequential or as required by law punitive damages. The Escrow Agent shall not be obligated to take any legal action or court order. All of the terms and conditions commence any proceeding in connection with the Escrow Agent's duties and responsibilitiesEscrow, and the rights of the Purchaser and the Seller or anyone else, with respect to any account in which the Escrow Accountis deposited, are contained solely in this Agreement and in any signature card required by or the Escrow Agent pertaining Merger Agreement, or to the Escrow Accountappear in, and the Escrow Agent is not expected prosecute or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of defend any such other agreementlegal action or proceeding. The Escrow Agent may act or refrain from acting consult legal counsel selected by it in respect the event of any matter referred dispute or question as to herein in full reliance upon the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and by and with the advice of counsel which may be selected by it, shall incur no liability and shall be fully protected indemnified from any liability whatsoever in so acting in good faith in accordance with the written opinion or in refraining from acting upon the advice instruction of such counselcounsel provided to each of TAS and TIMCO. Except as herein expressly providedThe Parties, none of jointly and severally, shall promptly pay, upon demand, the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance reasonable fees and expenses of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementcounsel.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller Sellers and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller Sellers or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller Sellers or between the SellerSellers, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine the xxx rights of the Parties. The Purchaser and the Seller Sellers agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. The duties Upon disbursement of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent will not make any payment or disbursement from or out all of the Escrow Account except in accordance with the terms hereof, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations and liabilities hereunder. In the event of a dispute between any of the parties hereto as to their respective rights and interests hereunder, the Escrow Agent shall be entitled to hold the Escrow Account then in its possession hereunder until such dispute shall have been resolved by the parties in dispute and the Escrow Agent has been notified by instrument jointly signed by all of the parties in dispute, or until such dispute shall have been finally adjudicated as provided by this Agreementin Section 3.9. The In the event of a dispute, the Escrow Agent may rely upon file an interpleader action and act upon any instrument received by it pursuant to pay the provisions Escrow Account into the registry of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreementcourt. The Neither the Escrow Agent agrees to use the same degree nor any of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not its directors, officers or employees shall be liable to anyone for any action taken or not omitted to be taken by it under the terms hereof or any of its directors, officers or employees hereunder except in the absence case of breach of its obligations hereunder any loss, liability or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required expense primarily caused by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties gross negligence, bad faith or willful misconduct. Cambrex and responsibilitiesXxxxxxxxxx shall, jointly and the rights of the Purchaser and the Seller or anyone elseseverally, with respect to indemnify the Escrow AccountAgent and hold it harmless without limitation from and against any loss, are contained solely in this Agreement and in liability or expense of any signature card required nature incurred by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected arising out of or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The this Environmental Escrow Agent may act Agreement or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any administration of its duties hereunder, including, legal fees and expenses and other costs and expenses of defending or preparing to defend against any claim of liability, unless such loss, liability or expense is primarily caused by the Escrow Agent's gross negligence, bad faith or willful misconduct. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the In no event shall the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any for indirect, punitive, special or consequential losses or damages (including without limitation lost profits), even if advised of the Parties hereto, nor to any other person or entity, by reason possibility of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree losses or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser damages and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights regardless of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementform of action.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received or other writing believed by it in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement except for its own willful misconduct or gross negligence. The Escrow Agent may retain counsel and act with respect to this Agreement and its obligations hereunder on the advice of such counsel. The Escrow Agent shall be, and hereby is, jointly and severally indemnified and saved harmless, by the parties hereto, from all losses, costs and expenses (including reasonable attorneys' fees) which may be incurred by it as a result of its involvement in any litigation arising from performance of its duties hereunder, provided that such litigation or action in interpleader shall not result from any action taken or omitted by the Escrow Agent and for which it reasonably believes shall have been adjudged to have acted in bad faith or to have been grossly negligent. GLOBAL shall be in conformity with responsible for determining any requirements for paying taxes or reporting any payments for tax purposes. GLOBAL and the requirements of Majority Owners may give written directions to the Escrow Agent to prepare and file tax information or to withhold any payments hereunder for tax purposes. GLOBAL and the Seller Stockholders, jointly and severally, covenant and agree to indemnify and hold the Escrow Agent harmless against all liability for tax withholding and/or reporting for any payments made by the Escrow Agent pursuant to this Agreement. The Escrow Agent agrees to use shall have no duties or obligations except those expressly set forth in this Escrow Agreement, and no implied duties or obligations shall be read into this Escrow Agreement against the same degree of care and skill as is customary for an escrow agent in similar circumstancesEscrow Agent. The Escrow Agent will not be liable for shall have no obligation to make any action taken payment, investment or not taken by it under the terms hereof disbursement of any type pursuant hereto or to incur any financial liability in the absence of breach performance of its obligations duties hereunder or gross negligence or willful misconduct on its part. In receiving the amounts unless GLOBAL shall have deposited into the Escrow Account, with the Escrow Agent acts only as a depository for the Purchaser sufficient funds therefor. The Escrow Agent may conclusively rely upon and shall be protected, indemnified and held harmless by GLOBAL and the Seller Stockholders, jointly and assumes no responsibility except pursuant severally, in acting upon the written (which shall include instructions given by telecopier or other telecommunications device) or oral instructions of any officer or agent of either of them or of counsel to the provisions either of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, them with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the matter relating to its actions as Escrow Agent pertaining to the Escrow Accounthereunder, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected entitled to request that further instructions be given by such persons or to request that instructions be given in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementwriting.

Liability of the Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and no duties are to be implied. The Escrow Agent has no fiduciary or discretionary duties of the any kind. The Escrow Agent hereunder will be limited has no liability under and no duty to inquire as to the observance provisions of any agreement other than this Escrow Agreement, including, without limitation, any other agreement between any or all of the express provisions of Parties or any other persons or entities even though reference to such agreement is made in this Escrow Agreement. The Escrow Agent will is not make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken omitted by it under the terms hereof Escrow Agent in good faith, except to the absence extent that a court of breach of its obligations hereunder or competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct on its partcaused any loss to Buyer or Seller. In receiving The Escrow Agent’s sole responsibility is the amounts deposited into safekeeping and disbursement of the Escrow AccountAmount in accordance with the terms of this Escrow Agreement. The Escrow Agent is not to be charged with knowledge or notice of any fact or circumstance not specifically set forth in this Escrow Agreement. The Escrow Agent is permitted to rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, that the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event will the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, without limitation, lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalties and regardless of the form of action. The Escrow Agent is not responsible for delays or failures in performance resulting from acts only beyond the Escrow Agent’s control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Escrow Agent is not obligated to take any legal action or commence any proceeding in connection with the Escrow Amount, any account in which the Escrow Amount is deposited, this Escrow Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent is permitted to consult legal counsel selected by the Escrow Agent in the event of any dispute or question as a depository for to the Purchaser and the Seller and assumes no responsibility except pursuant to construction of any of the provisions of this Agreement. No withdrawals shall be permitted from Escrow Agreement or of any other agreement related to this Escrow Agreement or of the Escrow Account except Agent’s duties under this Escrow Agreement, or relating to any dispute involving any Party related to this Escrow Agreement, and will incur no liability and will be fully indemnified from any liability whatsoever in acting in good faith in accordance with the advice of such counsel. Buyer and Seller, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Buyer and Seller agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as provided herein or as are required by law or court order. All of as the terms and conditions Escrow Agent reasonably requests in connection with the Escrow Agent's ’s duties and responsibilitiesunder this Escrow Agreement. The Escrow Agent is authorized, and in the rights of the Purchaser and the Seller Escrow Agent’s sole discretion, to comply with final orders issued or anyone else, process entered by any court with respect to the Escrow AccountAmount, are contained solely in this Agreement and in any signature card required without determination by the Escrow Agent pertaining to of such court’s jurisdiction in the matter. If any portion of the Escrow AccountAmount is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property is stayed or enjoined by any court order, or in case any order, writ, judgment or decree is made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is not expected or required authorized, in the Escrow Agent’s sole discretion, to be familiar with the provisions of any other agreement, rely upon and shall not be charged comply with any responsibility such order, writ, judgment or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require decree that the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in is advised by legal counsel selected by the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with binding upon the Escrow Agent; and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event if the Escrow Agent obeys or complies with any such order, judgmentwrit, decree judgment or writ of any courtdecree, in whole or in part, it shall the Escrow Agent will not be liable to any of the Parties hereto, nor or to any other person or entity, entity by reason of such compliance, notwithstanding that it shall be determined that any compliance even if such order, judgmentwrit, judgment or decree or writ be entered without jurisdiction or be invalid for any reason or be is subsequently reversed, modified, annulled annulled, set aside or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for the Escrow Agent's willful misconduct or gross negligence. The duties Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Agent hereunder will be limited to Funds in accordance with the observance of the express provisions terms of this Agreement. The Escrow Agent will shall have no implied duties or obligations and shall not make be charged with knowledge or notice or any payment fact or disbursement from or out of the Escrow Account except as provided by this Agreementcircumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and act upon any instrument received by it pursuant effectiveness, but also as to the provisions truth and accuracy of this Agreement any information contained therein, which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for shall in good faith believe to be genuine, to have been signed or presented by the Purchaser person or parties purporting to sign the same and the Seller and assumes no responsibility except pursuant conform to the provisions of this Agreement. No withdrawals In no event shall be permitted from the Escrow Account except as provided herein Agent be liable for incidental, indirect, special, and consequential or as required by law punitive damages. The Escrow Agent shall not be obligated to take any legal action or court order. All of the terms and conditions commence any proceeding in connection with the Escrow Agent's duties and responsibilitiesFunds, and the rights of the Purchaser and the Seller or anyone elseany account in which Escrow Funds are deposited, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by or the Escrow Agent pertaining Equity Line of Credit Agreement, or to the Escrow Accountappear in, and the Escrow Agent is not expected prosecute or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of defend any such other agreementlegal action or proceeding. The Escrow Agent may act or refrain from acting consult legal counsel selected by it in respect any event of any matter referred dispute or question as to herein in full reliance upon construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and by and with the advice of counsel which may be selected by it, shall incur no liability and shall be fully protected indemnified from any liability whatsoever in so acting in accordance with the opinion or in refraining from acting upon the advice instructions of such counsel. Except as herein expressly providedThe Company and the Investor jointly and severally shall promptly pay, none of upon demand, the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance reasonable fees and expenses of any of its duties hereundersuch counsel. The Escrow Agent is hereby authorized authorized, in its sole discretion, to comply with and obey all orders, judgements, decrees orders issued or writs process entered or issued by any courtcourt with respect to the Escrow Funds, and in the event without determination by the Escrow Agent obeys of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in any case any order judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ judgment or decree which it is advised by legal counsel selected by it, binding upon it, without the need for appeal or other action; and if the Escrow Agent complies with any such order, judgmentwrit, decree judgment or writ of any court, in whole or in partdecree, it shall not be liable to any of the Parties hereto, nor parties hereto or to any other person or entity, entity by reason of such compliance, notwithstanding that it shall be determined that any compliance even though such order, judgment, writ judgment or decree or writ be entered without jurisdiction or be invalid for any reason or may be subsequently reversed, modified, annulled annulled, set aside or vacated. Should Liability of the Investor's Counsel. Notwithstanding any controversy arise between liability attributable to the Purchaser Investor's Counsel as counsel to the Investor, the Investor's Counsel shall have no liability or obligation with respect to the shares of the Company's Common Stock except for the Investor's Counsel's willful misconduct or gross negligence. The Investor's Counsel's sole responsibility shall be for the safekeeping and release of the shares of the Company's Common Stock in accordance with the terms of this Agreement. The Investor's Counsel shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. The Investor's Counsel may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Investor's Counsel shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall the Investor's Counsel be liable for incidental, indirect, special, and consequential or punitive damages. The Investor's Counsel shall not be obligated to take any legal action or commence any proceeding in connection with the shares of the Company's Common Stock, any account in which shares of Common Stock are deposited and this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Investor's Counsel may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Seller or between the SellerInvestor jointly and severally shall promptly pay, upon demand, the Purchaser reasonable fees and expenses of any such counsel and for any actions that the Investor's Counsel may take pursuant to Section 7(b) of this Agreement. The Investor's Counsel is hereby authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the shares of the Company's Common Stock, without determination by Xxxxxx Xxxxxxxx of such court's jurisdiction in the matter. If any portion of the shares of the Company's Common Stock are at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in any case any order judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Investor's Counsel is authorized, in its sole discretion, to rely upon and comply with any such order, writ judgment or decree which it is advised by legal counsel selected by it, binding upon it, without the need for appeal or other action; and if the Investor's Counsel complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity with respect to this Agreementby reason of such compliance even though such order, writ judgment or with respect to the ownership of decree may be subsequently reversed, modified, annulled, set aside or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementvacated.

Liability of the Escrow Agent. The In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except in the event of bad faith, gross negligence, willful misconduct or breach of the distribution provisions of Section 7 of the Purchase Agreement or Section 6 and Section 7 of this Agreement on the part of the Escrow Agent hereunder will be limited to the observance of the express provisions of this AgreementAgent. The Escrow Agent will shall not make incur any payment such liability for (i) any act or disbursement from failure to act made or out of omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Account except as provided Agent shall in good faith believe to be genuine; nor will the Escrow Agent be liable or responsible for forgeries, fraud or impersonations by any other person or determining the scope of any agent’s authority. In no event shall the Escrow Agent be responsible for incidental, punitive or consequential damages. In addition, the Escrow Agent may consult with legal counsel in connection with its duties under this AgreementAgreement and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent may rely upon shall be obligated only for the performance of such duties as are expressly and act upon any instrument received by it pursuant to the provisions of specifically set forth in this Agreement which it reasonably believes and the Purchase Agreement on its part to be performed. Sellers and Buyer (and their respective successors and permitted assigns) agree jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in conformity connection with the requirements performance of his/her duties under this Agreement. The Escrow Agent agrees to use , including but not limited to, any litigation arising from this Agreement or involving its subject matter; provided, however, that the same degree foregoing indemnification obligations of care Sellers and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will Buyer (and their respective successors and permitted assigns) shall not be liable for any action taken or not taken by it under the terms hereof apply in the absence event of breach of its obligations hereunder or bad faith, gross negligence or willful misconduct on its part. In receiving the amounts deposited into part of, or a breach of the Escrow Accountdistribution provisions of Section 7 of the Purchase Agreement or Section 6 and Section 7 of this Agreement by, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon shall have a first lien on the property and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of papers held under this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with for such compensation and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementexpenses.

Liability of the Escrow Agent. (i) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow Fund except in the case of the Escrow Agent hereunder will Agent's gross negligence or willful misconduct or the material breach of this Agreement by Escrow Agent. The Escrow Agent's sole responsibility shall be limited to for the observance safekeeping, investment and disbursement of the express provisions Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent will shall have no implied duties or obligations and shall not make be charged with knowledge or notice of any payment factor or disbursement from or out of the Escrow Account except as provided by this Agreementcircumstance not specifically set forth herein. The Escrow Agent may rely upon on any instrument, not only as to its due execution, validity and act upon any instrument received by it pursuant effectiveness, but also as to the provisions truth and accuracy of this Agreement which it reasonably any information contained therein, that the Escrow Agent in good faith believes to be in conformity with genuine, to have been signed or presented by the requirements of this Agreement. The Escrow Agent agrees person or parties purporting to use sign the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to conform to the provisions of this Agreement. No withdrawals In no event shall be permitted from the Escrow Account except as provided herein Agent be liable for incidental, indirect, special, consequential or as required by law punitive damages. The Escrow Agent shall not be obligated to take any legal action or court order. All of the terms and conditions commence any proceeding in connection with the Escrow Agent's duties and responsibilitiesFund, and the rights of the Purchaser and the Seller or anyone else, with respect to any account in which the Escrow AccountFund is deposited, are contained solely in this Agreement and in any signature card required by or the Escrow Agent pertaining Merger Agreement, or to the Escrow Accountappear in, and the Escrow Agent is not expected prosecute or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of defend any such other agreementlegal action or proceeding. The Escrow Agent may act or refrain from acting consult legal counsel selected by it in respect the event of any matter referred dispute or question as to herein in full reliance upon and by and with the advice construction of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none any of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of other agreement or its duties hereunder, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Escrow Agent is hereby shall be fully protected in acting in accordance with any written instructions given to it under this Agreement and believed by it to have been executed by the proper person or persons authorized to comply with sign on behalf of Metavante or the Shareholders' Agent, respectively, who are listed on Schedule 2 (and obey all orders, judgements, decrees either Metavante or writs entered the Shareholders' Agent may add to or issued change its authorized signatories by any court, and in the event written notice signed by an authorized signatory of such party to the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementparty).

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received or other writing believed by it pursuant to the provisions of this Agreement which it reasonably believes in good faith to be in conformity with genuine and to be signed or presented by the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care proper person and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will shall not be liable for any action taken or not taken in connection with the performance by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except duties pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account , except as provided herein for its own willful misconduct or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreementgross negligence. The Escrow Agent may retain counsel and act or refrain from acting in with respect of any matter referred to herein in full reliance upon this Agreement and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon its obligations hereunder on the advice of such counsel. Except The Escrow Agent shall be, and hereby is, indemnified and saved harmless by Purchaser from all losses, costs and expenses (including reasonable attorneys' fees) which may be incurred by it as herein expressly provideda result of its involvement in any litigation arising from performance of its duties hereunder, none of provided that such litigation or action in interpleader shall not result from any action taken or omitted by the provisions of this Agreement Escrow Agent and for which it shall require have been adjudged to have acted in bad faith or to have been grossly negligent. Purchaser and the Representatives may give written directions to the Escrow Agent to expend prepare and file tax information or risk its own funds to withhold any payments hereunder for tax purposes. Purchaser shall indemnify and hold harmless the Escrow Agent from and against all liability for tax withholding and/or reporting for any payments made by the Escrow Agent pursuant to this Agreement. The Escrow Agent shall have no duties or otherwise obligations except those expressly set forth in this Escrow Agreement, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall have no obligation to make any payment, investment or disbursement of any type pursuant hereto or to incur any financial liability or expense in the performance of any of its duties hereunderhereunder unless Purchaser shall have deposited with the Escrow Agent sufficient funds therefor. The Escrow Agent is hereby authorized to comply with may conclusively rely upon and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that protected in acting upon the written (which shall include instructions given by telecopier or other telecommunications device) or oral instructions given jointly by (i) any such order, judgment, decree officer or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the agent of Purchaser and the Seller Representatives or between the Seller, the (ii) counsel to Purchaser and any other person or entity counsel to the Representatives with respect to this Agreementany matter relating to its actions as Escrow Agent hereunder, or with respect to the ownership of or the right to receive any sums from the Escrow Account, and the Escrow Agent shall have the right be entitled to institute a xxxx of interpleader request that further instructions be given by such persons or to request that instructions be given in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementwriting.

Liability of the Escrow Agent. (a) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow Amount except with respect to the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Agent hereunder will be limited to Amount in accordance with the observance of the express provisions applicable terms of this Escrow Agreement, the Indemnification Agreement and the Merger agreement. The Escrow Agent will shall have no implied duties or obligations and shall not make be charged with knowledge or notice of any payment fact or disbursement from circumstance not specifically set forth herein, in the Indemnification Agreement, in the Merger Agreement, in a Joint Written Direction or out of in a Written Direction. In no event shall the Escrow Account except as provided by Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Amount, any account in which the funds from the Escrow Amount are deposited, this Escrow Agreement, the Indemnification Agreement or the Merger Agreement. The Escrow Agent may rely upon and act upon any instrument received consult legal counsel selected by it pursuant in the event of any dispute or question as to the construction of any of the provisions hereof or thereof or of this Agreement which it reasonably believes to its duties hereunder, and shall incur no liability and shall be fully indemnified from any liability whatsoever in conformity acting in good faith in accordance with the requirements opinion of this Agreementsuch counsel. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required Upon demand by the Escrow Agent pertaining to ACI, accompanied by written invoices, ACI shall authorize disbursements from the Common Escrow Account, Amount to pay the reasonable fees and expenses of not more than one firm of such legal counsel retained by the Escrow Agent is not expected or required where such fees and expenses are related to be familiar with the provisions of any other agreementa dispute, and shall not be charged with any responsibility question or liability in connection with related to the observance of the provisions of any such other agreementCommon Escrow Amount. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and Upon demand by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance Member Representative, accompanied by written invoices, the Member Representative shall authorize disbursements from the Class B Escrow Amount to pay the reasonable fees and expenses of any not more than one firm of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued such legal counsel retained by any court, and in the event the Escrow Agent obeys where such fees and expenses are related to a dispute, question or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect liability related to the ownership of or the right to receive any sums from the Class B Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this AgreementAmount.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgementsjudgments, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction juxxxxiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. (a) The duties of the Escrow Agent hereunder will undertakes to perform only such duties as are expressly set forth herein and no duties shall be limited implied. The Escrow Agent shall have no liability under and no duty to inquire as to the observance of the express provisions of any agreement other than this Agreement. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will shall not be liable for any action taken or not taken omitted by it under in good faith except to the terms hereof in extent that a court of competent jurisdiction determines that the absence of breach of its obligations hereunder or gross Escrow Agent’s negligence or willful misconduct on its partwas the primary cause of any loss to Purchaser or Seller. In receiving The Escrow Agent’s sole responsibility shall be for the amounts deposited into safekeeping and disbursement of the Escrow Account, Funds in accordance with the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions terms of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the The Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected shall have no implied duties or required to be familiar with the provisions of any other agreement, obligations and shall not be charged with any responsibility knowledge or liability in connection with the observance of the provisions notice of any such other agreementfact or circumstance not specifically set forth herein. The Escrow Agent may act rely upon any notice, instruction, request or refrain from acting in respect other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any matter referred information contained therein, which the Escrow Agent shall believe to herein be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages (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. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in full reliance upon and by and connection with the advice of Escrow Funds, any account in which the Escrow Funds is deposited, this Agreement or the Master Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel which may be selected by itit in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and, subject to the second sentence of this Section 6(a), shall incur no liability and shall be fully protected indemnified from any liability whatsoever in so acting in accordance with the reasonable opinion or in refraining from acting upon the advice instruction of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right no liability or responsibility to institute a xxxx of interpleader in any court of competent jurisdiction to question or determine the rights accuracy or reasonableness of any indemnification payment or distribution made in accordance with the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementprovisions of Section 4 hereof.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine the xxx rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and shall have no implied duties or obligations under this Agreement or otherwise. The Escrow Agent shall have no liability or obligation with respect to the Escrow Fund or this Agreement except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder will shall in good faith believe to be limited genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the observance of the express provisions of this Agreement. The Escrow Agent will not make may consult legal counsel selected by it in the event of any payment dispute or disbursement from or out question of the construction of this Agreement or seek the assistance of a court of competent jurisdiction, and shall incur no liability and shall be fully protected in acting in accordance with the advice or instruction of such counsel or such court, except, in either case, in the case of willful misconduct or gross negligence by the Escrow Account except as provided by this AgreementAgent. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent may rely upon and act upon shall not be charged with or be deemed to have any instrument received by it pursuant knowledge or notice of any notice, fact or circumstance not specifically set forth in this Agreement or furnished to the provisions of this Agreement which it reasonably believes Escrow Agent in notices provided to be the Escrow Agent in conformity writing and strictly in accordance with the requirements notice provisions of this Agreement. The Escrow Agent agrees shall not be required to use take notice of any agreement or understanding, including but not limited to the same degree of care Purchase Agreement among the parties hereto, other than this Agreement and skill as is customary for an escrow agent in similar circumstancesshall have no duty or responsibility to take any action pursuant to the terms thereof. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes shall have no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, liability with respect to the Escrow Account, are contained solely in this Agreement and in transfer or distribution of any signature card required funds effected by the Escrow Agent pertaining pursuant to wiring or transfer instructions provided to the Escrow Account, and the Escrow Agent is not expected or required by any party to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreementthis Agreement. The Escrow Agent may act shall not be obligated to take any legal action or refrain from acting to commence any proceedings in respect of any matter referred to herein in full reliance upon and by and connection with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent or any funds held hereunder or to expend appear in, prosecute or risk its own funds defend in any such legal action or otherwise incur financial liability or expense in the performance of any of its duties hereunderproceedings. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable responsible in 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 any of the Parties hereto, nor to any other person execute or entity, by reason of such compliance, notwithstanding that it shall be determined that deliver any such orderdocument, judgment, decree security or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Partiesendorsement. The Purchaser and the Seller Shareholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent and each of its officers, directors, employees and agents against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursements, of every nature whatsoever which may be imposed upon the Escrow Agent or any such officer, director, employee or agent or incurred by the Escrow Agent or any such officer, director, employee or agent, directly or indirectly, in connection with this Agreement or the Escrow Agent’s acceptance of appointment as escrow agent hereunder, or the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof or the cash deposited hereunder; provided, however, that the Escrow Agent is acting solely as an escrow agent hereunder and shall not as a trusteebe indemnified or held harmless in the event of losses, and that claims, damages, liabilities or expenses resulting from the Escrow Agent has no fiduciary duties, obligations Agent’s gross negligence or liabilities under willful misconduct. This indemnification provided herein shall survive the termination of this AgreementAgreement and the resignation or removal of the Escrow Agent.

Liability of the Escrow Agent. The In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except in the event of gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent hereunder shall not incur any such liability for (i) any act or failure to act made or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement, that the Escrow Agent shall in good faith believe to be genuine; nor will the Escrow Agent be limited liable or responsible for forgeries, fraud, impersonations or determining the scope of any agent’s authority. In addition, the Escrow Agent, at the expense of PURCHASER, may consult with legal counsel in connection with its duties under this Agreement and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall have no implied duties or obligations under the terms of this Agreement or otherwise. The Escrow Agent shall not be charged with or be deemed to have any knowledge or notice of any notice, fact or circumstance not specifically set forth in this Agreement or furnished to the observance of Escrow Agent in notices provided to the express Escrow Agent in writing and strictly in accordance with the notice provisions of this Agreement. The Escrow Agent will shall not make be required to take notice of any payment agreement or disbursement from understanding, including, but not limited to, the Merger Agreement, among the parties hereto, other than this Agreement and shall have no duty or out of responsibility to take any action pursuant to the Escrow Account except as provided by this Agreementterms thereof. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will shall not be liable for obligated to take any legal action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions commence any proceedings in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and or any funds held hereunder or to appear in, prosecute or defend in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected such legal action or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementproceedings.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller Sellers and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller Sellers or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgementsjudgments, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller Sellers or between the SellerSellers, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine the xxx rights of the Parties. The Purchaser and the Seller Sellers agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received or other writing believed by it in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement except for its own willful misconduct or gross negligence. The Escrow Agent may retain counsel and act with respect to this Agreement and its obligations hereunder on the advice of such counsel. The Escrow Agent shall be, and hereby is, jointly and severally indemnified and saved harmless by the parties hereto from all losses, costs and expenses (including reasonable attorneys' fees) which may be incurred by it as a result of its involvement in any litigation arising from performance of its duties hereunder, provided that such litigation or action in interpleader shall not result from any action taken or omitted by the Escrow Agent and for which it reasonably believes shall have been adjudged to have acted in bad faith or to have been grossly negligent. Zygo shall be in conformity with responsible for determining any requirements for paying taxes or reporting any payments for tax purposes. Zygo and the requirements of Majority Owners may give written directions to the Escrow Agent to prepare and file tax information or to withhold any payments hereunder for tax purposes. Zygo and the Shareholders, jointly and severally, covenant and agree to indemnify and hold the Escrow Agent harmless against all liability for tax withholding and/or reporting for any payments made by the Escrow Agent pursuant to this Agreement. The Escrow Agent agrees to use shall have no duties or obligations except those expressly set forth in this Escrow Agreement, and no implied duties or obligations shall be read into this Escrow Agreement against the same degree of care and skill as is customary for an escrow agent in similar circumstancesEscrow Agent. The Escrow Agent will not be liable for shall have no obligation to make any action taken payment, investment or not taken by it under the terms hereof disbursement of any type pursuant hereto or to incur any financial liability in the absence of breach performance of its obligations duties hereunder or gross negligence or willful misconduct on its part. In receiving the amounts unless Zygo shall have deposited into the Escrow Account, with the Escrow Agent acts only as a depository for the Purchaser sufficient funds therefor. The Escrow Agent may conclusively rely upon and shall be protected, indemnified and held harmless by Zygo and the Seller Shareholders, jointly and assumes no responsibility except pursuant severally, in acting upon the written (which shall include instructions given by telecopier or other telecommunications device) or oral instructions of any officer or agent of either of them or of counsel to the provisions either of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, them with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the matter relating to its actions as Escrow Agent pertaining to the Escrow Accounthereunder, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected entitled to request that further instructions be given by such persons or to request that instructions be given in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementwriting.

Liability of the Escrow Agent. (a) The Escrow Agent undertakes to perform only the ministerial duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. The Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. The Escrow Agent is not a party to any other agreement among the Parties, is not bound by any terms except such terms set forth in this Agreement, and has not undertaken in any way to effectuate, implement or comply with any other agreement or transaction among Depositor and/or anyone else. Escrow Agent shall not be liable to Depositor or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent hereunder will Agent’s gross negligence or willful misconduct was the sole cause of any loss to Depositor. The Escrow Agent’s sole responsibility shall be limited to for the observance safekeeping and disbursement of Escrow Shares in accordance with the express provisions terms of this Agreement. The Escrow Agent will shall have no implied duties or obligations and shall not make be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Shares or disbursement from to confirm or out verify the accuracy or correctness of the Escrow Account except as provided by any amounts deposited in accordance with this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by itconclusively, and shall be fully protected in so acting acting, upon any notice, instruction (including a Depositor Direction), wire or in refraining from acting upon the advice of such counsel. Except as herein expressly providedother payment instruction, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all ordersrequest, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree certification, opinion or writ advice of counsel (including counsel chosen by the Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any courtinformation contained therein, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, which the Escrow Agent shall believe to be genuine and to have been signed or presented by the right person or parties purporting to institute a xxxx of interpleader in any court of competent jurisdiction to determine sign the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreementsame.

Liability of the Escrow Agent. The duties Escrow Agent shall not be liable for any act it may do or omit to do hereunder as the Escrow Agent, while acting in good faith and in the exercise of its own best judgment and any act done or omitted by it pursuant to the written advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall not be answerable for any action taken pursuant to any notice, request, consent, certificate, order or other document in the belief that the same is genuine when signed or acknowledged by a proper person. The Escrow Agent shall not be under obligation to assure or monitor the performance by the Buyers, the JLW Sellers, the Shareholders' Representatives, the ESOT Trustee (on behalf of the ESOT), the Shareholders or the Related JLW Owners under the Purchase Agreements or any other Operative Agreements or to the performance of any duty specified herein by any party other than the Escrow Agent. The Buyers, the Shareholders and the Related JLW Owners agree to hold the Escrow Agent harmless and jointly and severally indemnify the Escrow Agent against any loss, liability, expenses (including attorney's fees and expenses), claim or demand arising out of or in connection with the performance of its obligations in accor- dance with the provisions of this Agreement, except for gross negligence or willful misconduct of the Escrow Agent. The foregoing indemnities in this paragraph shall survive the resignation of the Escrow Agent hereunder will be limited to or the observance of the express provisions termina- tion of this Agreement. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties are only such as are specifically provided herein and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Accountunder applicable law, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility duties or liability responsibilities in connection with any other agreements or documents, including, without limitation, the observance of the provisions of any such other agreementPurchase Agreements. The Escrow Agent may act shall incur no liability whatsoever to the Buyers, the ESOT, the Shareholders or refrain from acting in respect the Related JLW Owners, except for gross negligence or willful misconduct. The Escrow Agent shall have no responsibility hereunder other than to follow faithfully the instructions contained herein. The Escrow Agent shall be able to rely conclusively on the instructions or actions of the Shareholders' Representatives as to the settlement of any matter referred claims of indemnification against the Escrow Fund (as defined in the Escrow Agreement) by any Indemnified Persons pursuant to herein in full reliance upon and this Agreement or any other actions expressly required or permitted to be taken by and with the advice of counsel which may be selected by itShareholders' Representatives hereunder, and no party hereun- der shall be fully protected in so acting or in refraining from acting upon the advice have any cause of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require action against the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that extent the Escrow Agent has no fiduciary duties, obligations relied upon the instructions or liabilities under actions of the Shareholders' Representatives. The costs and expenses of enforcing this Agreementright of indemnification shall also be paid by the Buyers and Shareholders.

Liability of the Escrow Agent. 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 make any payment or disbursement from or out of the Escrow Account except undertakes to perform only such duties as provided by this Agreementare expressly set forth herein and no other duties shall be implied. The Escrow Agent may rely upon and act shall not be liable for acting or refraining from acting upon any instrument received written notice, instruction, or request furnished to it hereunder and believed by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with genuine and to have been signed or presented by the requirements of this Agreementproper Party or Parties. The Escrow Agent agrees shall be under no duty to use inquire into or investigate the same degree validity, accuracy, or content of care and skill as is customary for an escrow agent in similar circumstancesany such document. The Escrow Agent will shall not be liable for any action taken or not taken omitted by it under in good faith except to the terms hereof in extent that a court of competent jurisdiction or arbitrator, as applicable, determines that the absence Escrow Agent’s gross negligence, willful misconduct, or fraud was the primary cause of breach any loss to a Party. The Escrow Agent may execute any of its obligations powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants, and other skilled persons to be selected and retained by it in its sole discretion, provided that any such delegation shall not relieve The Escrow Agent from its obligations, duties, and responsibilities hereunder. The Escrow Agent shall not be liable for anything done, suffered, or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. In the event that The Escrow Agent shall be uncertain as to its duties or rights hereunder or gross negligence shall receive instructions, claims or willful misconduct on demands from any Party that, in its part. In receiving the amounts deposited into the Escrow Accountopinion, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to conflict with any of the provisions of this Escrow Agreement. No withdrawals , or with any instructions, claims or demands from any other Party, it shall refrain from taking any action and its sole obligation shall be permitted from to keep safely all property held in escrow until it shall be directed otherwise in writing by the Investor or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Account except as provided herein Agent be liable for special, indirect, or as required by law consequential loss or court orderdamage 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. Exxxxx and Txxx Xxxxx Escrow Agreement August 2022.2 All of the terms and conditions in connection with the Escrow Agent's ’s duties and responsibilities, and the rights of the Purchaser and the Seller Parties or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow AccountAgreement, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreementagreements, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counselagreements. Except as herein expressly provided, none of the provisions of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all final non-appealable orders, judgementsjudgments, decrees or writs entered or issued by any courtcourt or final decision of any arbitrator, and in the event the Escrow Agent obeys or complies with any such final non-appealable order, judgment, decree or writ of any courtcourt or final decision of any arbitrator, in whole or in part, after giving the other Parties seven (7) days’ prior written notice, it shall not be liable to any of the other Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such final non-appealable order, judgment, decree decree, writ, or writ final decision of a court or final decision of any arbitrator be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

Liability of the Escrow Agent. The duties Escrow Agent may rely on and shall be protected, indemnified and held harmless by the Company in acting upon the written or oral instructions, confirmed forthwith in writing, of any officer or director of the Company or of the Company's counsel, and the Escrow Agent hereunder will be limited entitled to request that further instructions be given by such persons or to request that instructions be given in writing. In performing duties under this Agreement, the Escrow Agent is authorized to rely upon any statement, consent, agreement or other instrument not only as to its due execution, its validity, and the effectiveness of its provisions, but also as to the observance truth and accuracy of any information contained therein, which the express provisions Escrow Agent in good faith believes to be genuine or to have been represented or signed by a proper person or persons. The Escrow Agent shall not be liable for any error of this Agreementjudgment made in good faith by one of its officers or directors, unless it shall be proved that the Escrow Agent or such officer or director was grossly negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent will not make have no liability for any payment action or disbursement from omission to act with respect to its duties under this Agreement undertaken in good faith reliance upon reasonable advice of its counsel or out the Company's counsel. Should the Escrow Agent, before or after the performance of its obligations under this Agreement, receive or become aware of any conflicting demands or claims with respect to funds deposited in the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller Company or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Accountsubscribers, the Escrow Agent shall have the right to institute a xxxx discontinue any or all acts conducted pursuant to the terms of interpleader in any court of competent jurisdiction this Agreement until such conflict has been resolved to determine the rights of the Partiesits satisfaction. The Purchaser Escrow Agent shall have a further right to commence or defend any actions or proceedings for the determination of such conflicting demands or complaints. The Company hereby covenants and agrees to indemnify the Seller agree Escrow Agent and hold it harmless against any loss, liability or expense, and pay all costs, damages, judgments and expenses, including reasonable attorneys' fees and expenses, suffered or incurred by the Escrow Agent in connection with, or arising out of, this Agreement, including without limitation, any suit in interpleader brought by the Escrow Agent, except, that the Escrow Agent is acting solely as an escrow agent hereunder will not be indemnified against any such loss, liability or expense arising out of the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent will be under no obligation to institute, or defend any action, suit or legal proceeding in connection herewith unless first indemnified and not as a trustee, and that held harmless to the Escrow Agent's satisfaction in accordance with the foregoing. In the event the Escrow Agent has no fiduciary dutiesshall bring a suit in interpleader, the Escrow Agent shall ipso facto be fully released and discharged from all its obligations to perform any and all duties or liabilities obligations under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent.

Liability of the Escrow Agent. The duties Escrow Agent may rely on and shall be protected, indemnified and held harmless by the Company in acting upon the written or oral instructions of any officer or director of the Company or of the Company's counsel, and the Escrow Agent hereunder will be limited entitled to request that further instructions be given by such persons or to request that instructions be given in writing. In performing duties under this Agreement, the Escrow Agent is authorized to rely upon any statement, consent, agreement or other instrument not only as to its due execution, its validity, and the effectiveness of its provisions, but also as to the observance truth and accuracy of any information contained therein, which the express provisions Escrow Agent in good faith believes to be genuine or to have been represented or signed by a proper person or persons. The Escrow Agent shall not be liable for any error of this Agreementjudgment made in good faith by one of its officers or directors, unless it shall be proved that the Escrow Agent or such officer or director was grossly negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent will not make have no liability for any payment action or disbursement from omission to act with respect to its duties under this Agreement undertaken in good faith reliance upon reasonable advice of its counsel or out the Company's counsel. Should the Escrow Agent, before or after the performance of its obligations under this Agreement, receive or become aware of any conflicting demands or claims with respect to funds deposited in the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller Company or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Accountsubscribers, the Escrow Agent shall have the right to institute a xxxx discontinue any or all acts conducted pursuant to the terms of interpleader in any court of competent jurisdiction this Agreement until such conflict has been resolved to determine the rights of the Partiesits satisfaction. The Purchaser Escrow Agent shall have a further right to commence or defend any actions or proceedings for the determination of such conflicting demands or complaints. The Company hereby covenants and agrees to indemnify the Seller agree Escrow Agent and hold it harmless against any loss, liability or expense, and pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with, or arising out of, this Agreement, including without limitation, any suit in interpleader brought by the Escrow Agent, except, that the Escrow Agent is acting solely as an escrow agent hereunder will not be indemnified against any such loss, liability or expense arising out of the Escrow Agent's gross negligence or willful misconduct. The Escrow Agent will be under no obligation to institute, or defend any action, suit or legal proceeding in connection herewith unless first indemnified and not as a trustee, and that held harmless to the Escrow Agent's satisfaction in accordance with the foregoing. In the event the Escrow Agent has no fiduciary dutiesshall bring a suit in interpleader, the Escrow Agent shall ipso facto be fully released and discharged from all its obligations to perform any and all duties or liabilities obligations under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent.

Liability of the Escrow Agent. The duties Upon disbursement of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent will not make any payment or disbursement from or out all of the Escrow Account except in accordance with the terms hereof, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations and liabilities hereunder. In the event of a dispute between any of the parties hereto as to their respective rights and interests hereunder, the Escrow Agent shall be entitled to hold the Escrow Account then in its possession hereunder until such dispute shall have been resolved by the parties in dispute and the Escrow Agent has been notified by instrument jointly signed by all of the parties in dispute, or until such dispute shall have been finally adjudicated as provided by this Agreementin Section 3.9. The In the event of a dispute, the Escrow Agent may rely upon file an interpleader action and act upon any instrument received by it pursuant to pay the provisions Escrow Account into the registry of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreementcourt. The Neither the Escrow Agent agrees to use the same degree nor any of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not its directors, officers or employees shall be liable to anyone for any action taken or not omitted to be taken by it under the terms hereof or any of its directors, officers or employees hereunder except in the absence case of breach of its obligations hereunder any loss, liability or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required expense primarily caused by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties gross negligence, bad faith or willful misconduct. Cambrex and responsibilitiesXxxxxxxxxx shall, jointly and the rights of the Purchaser and the Seller or anyone elseseverally, with respect to indemnify the Escrow AccountAgent and hold it harmless without limitation from and against any loss, are contained solely in this Agreement and in liability or expense of any signature card required nature incurred by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected arising out of or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The this Environmental Escrow Agent may act Agreement or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any administration of its duties hereunder, including, legal fees and expenses and other costs and expenses of defending or preparing to defend against any claim of liability, unless such loss, liability or expense is primarily caused by the Escrow Agent's gross negligence, bad faith or willful misconduct. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the In no event shall the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any for indirect, punitive, special or consequential losses or damages (including without limitation lost profits), even if advised of the Parties hereto, nor to any other person or entity, by reason possibility of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree losses or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser damages and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights regardless of the Partiesform of action. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.2.1.5

Liability of the Escrow Agent. (a) The duties of Escrow Agent shall hold, invest and disburse the Escrow Agent hereunder will be limited to Fund and any interest, dividends, or other income accrued thereon only in accordance with (a) this Agreement or (b) written instructions accompanied by a certificate signed by the observance of Buyers and the express provisions of Sellers confirming that such written instructions are being given in conformity with this Agreement. The Escrow Agent will shall not make be bound in any payment way by, or disbursement from be deemed to have knowledge of, the Asset Purchase Agreement and the Share Purchase Agreement or out of any other agreement between or among the Escrow Account except as provided by parties hereto, other than this Agreement. The Escrow Agent may rely upon shall have no duties other than those expressly imposed on it herein and act upon shall not be liable with respect to any instrument received action taken by it pursuant it, or any failure on its part to act, except to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements extent that such actions constitute a breach of this Agreement, bad faith, fraud, gross negligence, or willful misconduct. (b) The Escrow Agent agrees makes no representations and has no responsibility as to use the same degree validity, genuineness or sufficiency of care and skill as is customary for an escrow agent in similar circumstancesany of the documents or instruments delivered to it hereunder. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow AccountSubject to Section 11(a) hereof, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals (i) shall be permitted from entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the Escrow Account except as provided herein authenticity or as required by law the correctness of any fact stated therein or court order. All the propriety or validity of the terms service thereof and conditions (ii) may act in reliance upon any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give notice, receipt or advice or make any statement or execute any document in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect provisions hereof has been duly authorized to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreementdo so. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the written advice of counsel which may be selected by it, satisfactory to it in reference to any matter in connection with this Agreement and shall be fully protected not incur any liability for any action taken in so acting good faith in accordance with such written advice. (c) In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrow Fund, or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require event that the Escrow Agent in good faith is in doubt as to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties what action it should take hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall be entitled to refrain from acting until the Escrow Agent shall have the right to institute received (i) a xxxx final nonappealable order of interpleader in any a court of competent jurisdiction to determine the rights directing delivery of the Parties. The Purchaser amount of the Escrow Fund in dispute or (ii) written instructions jointly executed by the Sellers and the Seller agree that Buyers directing delivery of the amount of the Escrow Fund in dispute, in which event the Escrow Agent is acting solely as an escrow agent hereunder and not as shall deliver the amount of the Escrow Fund in dispute in accordance with such order or instructions. Any court order referred to in clause (i) above shall be accompanied by a trustee, and that legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent has no fiduciary duties, obligations to the effect that said order or liabilities under this Agreementdetermination is final and nonappealable. The Escrow Agent shall act on such court order and legal opinion without further questions. 7 <PAGE> 12.