Common use of Duties of Escrow Agent Clause in Contracts

Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

Duties of Escrow Agent. (a) The duties of Escrow Agent hereunder shall be limited to the safekeeping of the Escrowed Shares and to the transfer and distribution of the same in accordance with the provisions of this Agreement, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall be obligated only protected in acting in accordance with the provisions of this Agreement upon any written notice, request, waiver, consent, receipt, certificate or other document furnished to it, as to its validity, the effectiveness of its provisions, the identity or authority of the person executing or depositing the same, the truth and acceptability of any information therein contained, which Escrow Agent in good faith believes to be genuine. Escrow Agent will not be liable for any error of judgment, or any act or step taken or omitted by it in good faith, or for any mistake of fact or law or for anything it might do or refrain from doing in connection herewith, except to the performance of extent such duties as are specifically set forth herein and may rely and action shall be protected in relying proved to constitute gross negligence or refraining from acting willful misconduct on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or partiespart of Escrow Agent. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby have no duties except those that are expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of lawstated herein, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he it shall not be liable to bound by any notice of any claim, or demand with respect thereto, or any waiver, modification, amendment or termination of this Agreement until written notice of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute same shall have been settled either received by mutual written agreement of the parties concerned or it and approved by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunderit.

Duties of Escrow Agent. The Escrow Agent shall be obligated only It is agreed that our duties as an escrow agent for the performance of security deposit are only such duties as are herein specifically set forth herein provided, being purely administrative in nature, and may rely and we shall be protected in relying incur no liability whatsoever except for willful misconduct or refraining from acting on any instrument reasonably believed by him to be genuine and to gross negligence so long as we have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting acted in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized with respect to disregard any and all warnings given by any its disposition of the parties security deposit. We are an independent escrow agent and do not represent either the Owner or Tenant with respect to our duties and obligations as escrow agent for the security deposit. Owner and Tenant, for the Lease hereby indemnify, release and hold us harmless from any act done or omitted to be done by any other person or entityus in good faith performance of our duties as an escrow agent. Owner and Tenant, excepting only orders or process of courts of lawfor the Lease agree to pay all costs, and is hereby expressly authorized to comply with and obey ordersdamages, judgments and expenses, including reasonable attorney's fees suffered and incurred by us in connection with or decrees arising out of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for our acting as escrow agent hereunder. It is specifically understood and agreed that if we are acting in the Escrow Agent believes a dispute has arisen with respect capacity of escrow agent is an accommodation to both parties. Upon the delivery and/or ownership or right of possession deposit of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of security deposit with a court of competent jurisdiction after in the time for appeal has expired event of a dispute we shall deduct our costs and no appeal has been perfected, but he shall be under no duty whatsoever relieved of all further obligations and responsibilities to institute or defend any such proceedingsOwner and Tenant with respect to the security deposit. The Escrow Agent’s rights Owner authorizes us to hold all security deposits paid by the tenants. If an Owner designates someone to represent the Owner regarding security inspections and responsibilities requests to hold security, the Owner must notify us, in writing, as Escrow Agent to who the representative might be. Owner or their designated representative shall terminate if he ceases inspect the property as soon after checkout as possible and before the next tenancy. Owner shall have 72 hrs after expiration of this lease to advise us, in writing, of any damage. If the Owner fails to notify us to hold security, in writing, within that 72 hr period we will refund the entire security deposit to the Tenant. If the Owner instructs us to hold all or part of the security deposit, in writing, within that 72 hr period we will continue to hold the entire security deposit and will not release any portion thereof until the Owner and Tenant reach an agreement. When such an agreement is reached both the Tenant and Owner will notify us as to the agreement and its terms, in writing, as to the agreed settlement and stating exactly how the security deposit should be paid. Owner agrees that we are not responsible for the results of the inspection or for failure to return the security deposit to the Tenants pursuant to the above, provided we have acted in good faith. If we or our agents and/or employees inspect the property at the end of the lease, Owner agrees to be Secretary bound by our inspection report as to the condition of the Companyproperty. Owner (and Tenant, for the Lease) hereby indemnify, release and hold us harmless from and agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees suffered and incurred by us in which case the successor as Secretary connection with or arising out of our inspection of the Company property after termination of the Lease and/or failure to return the security deposit to the Tenant within 30 days pursuant to NJSA 46:8"21.1 due to our failure to receive the necessary agreement between Owner and Tenant as to how the security deposit is to be applied, or due to our exercising its rights hereunder to deposit the security deposit in court and seek court approval as to the disposition of the security deposit, provided we have acted in good faith. If Owner and Tenant cannot agree, we may seek Court approval for distribution of funds and deduct the costs of seeking such approval from the security deposit. Security deposit will be mailed to the Tenant by us within ten days after a satisfactory inspection. Security deposits for leases with a term under 125 days will be held in our non-interest bearing escrow account. This paragraph shall become Escrow Agent hereundersurvive termination of the Lease.

Duties of Escrow Agent. The Escrow Agent shall be obligated treat the Escrow Shares with such degree of care as it treats its own similar property. It is agreed that the duties of the Escrow Agent are only for the performance of such duties as are herein specifically set forth herein provided, and may rely and the Escrow Agent shall be protected in relying have no other duties, implied or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or partiesotherwise. The Escrow Agent's duties are as a depository only, and the Escrow Agent shall incur no responsibility or liability whatsoever, except for its willful misconduct or gross negligence. Except where the terms of this Agreement expressly refer thereto, the Escrow Escrow Agent shall not be personally liable for bound in any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given way by any of the parties terms of the Merger Agreement or by any other person agreement to which one or entitymore of Coronation and Supreme are parties, excepting only orders whether or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If not the Escrow Agent is uncertain of any actions to be taken or instructions to be followedhas knowledge thereof, he may refuse to act in the absence of an order, judgment or decrees of a court. In case and the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not in any way be liable required to determine whether or not the Merger Agreement or any other agreement has been complied with by Coronation and Supreme or any other party thereto. In the event that the Escrow Agent shall be uncertain as to any of its duties or rights hereunder or shall receive instructions, claims or demands which, in its sole judgment, are in conflict with any of the parties or provisions of this Agreement, it shall be entitled to refrain from taking any action other person or entitythan to keep safely all Escrow Shares held in escrow until it shall be directed otherwise pursuant to a written notice from and executed by Coronation, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The and the Escrow Agent shall not be responsible or liable in for any respect on account damages while waiting for such written notice. This Agreement shall not create any fiduciary duty of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership Coronation or right of possession of the securities held by him hereunder, any other person or entity whatsoever nor disqualify the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary from representing any of the Company, in which case the successor such parties as Secretary of the Company shall become Escrow Agent hereundertransfer agent and/or registrar.

Duties of Escrow Agent. The sole duty of Escrow Agent Agent, other than as hereinafter specified, shall be obligated only for the performance of such duties to receive funds and Stock certificates, warrants and agreement as are specifically set forth herein hereinabove and may rely hold them subject to release in accordance with the terms and conditions of this Agreement and shall be protected in relying or refraining from acting on under no duty to make certain that Seller and Buyer are complying with the laws of any instrument reasonably believed by him jurisdiction that may apply to be genuine and to have been signed or presented by the proper party or partiesany resale of Shares. The Escrow Agent shall not undertake to perform only such duties as are expressly set forth and no implied duties or obligations shall be personally liable for any act he may do or omit to do hereunder as read into this Agreement against the Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgmentAgent. The Escrow Agent is hereby expressly may act in reliance upon any writing or instrument, including any such writing or instrument received by facsimile, or signature which it in good faith believes to be genuine, may assume the validity and accuracy of any statement or ascertain contained in such writing or instrument, and may assume that any person purporting to give any writing, notice, advice, or instruction in connection with the provisions hereof has been duly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdictionso do. The Escrow Agent shall not be liable in any respect on account manner for the sufficiency or correctness as to form, manner and execution, or the validity of any instrument deposited in the Escrow Agreement. Its duties hereunder shall be limited to the safekeeping of such instrument and monies received by it as the Escrow Agent, and for the maintenance and disposition of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver funds deposited with it in accordance with this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedingsAgreement. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases not be liable for collection items until the net proceeds of the same in actual cash have been received, not shall it be liable for default in payment of negotiable documents deposited. It may rely upon paper document or other writing believed by it to be Secretary authentic in making any delivery of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent money or property hereunder.

Duties of Escrow Agent. The Escrow Agent shall be obligated coordinate the receipt of funds into the Escrow Accounts and make disbursements from the Escrow Accounts as requested by the Authorized Representative(s) of the Debtors identified on Exhibit A hereto and in reliance upon information provided to Prime Clerk by the Authorized Representative(s) and/or the Debtors, as applicable. The Escrow Agent shall have only for the performance of such those duties as are specifically set forth herein and may rely and expressly provided herein, which shall be protected deemed purely ministerial in relying nature, and no other duties, including but not limited to any fiduciary duties, shall be implied. Except as may be specifically provided in this Agreement, the Escrow Agent shall not be responsible for or refraining from acting on under, or chargeable with knowledge of, nor have any requirement to comply with, the terms and conditions of any other agreement, instrument reasonably or document executed between/among the Debtors, including without limitation the Utilities Motion or the Utilities Orders, nor shall the Escrow Agent be required to determine if any Debtor has complied with any other agreement. Notwithstanding the terms of any other agreement between or among Prime Clerk, the Debtors, or any other third party, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. The Escrow Agent may conclusively rely upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by the Authorized Representative(s) without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order delivered in accordance with the Notice section of this Agreement believed by him it to be genuine and to have been signed or presented by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do under no duty to inquire into or omit to do hereunder as Escrow Agent investigate the validity, accuracy or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees content of any court. If the Escrow Agent is uncertain of any actions to be taken such document, notice, instruction or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdictionrequest. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that the Escrow Agent s fraud, gross negligence or willful misconduct was the cause of any respect on account direct loss to the Debtors. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through any of its affiliates or agents. The Escrow Agent shall have no duty to solicit any payments that may be due to it or to the Escrow Accounts. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the identityprovisions hereof or its duties hereunder, authority and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel, except to the extent that such loss results, in whole or rights in part, from the Escrow Agent s fraud, willful misconduct or gross negligence. This Agreement sets forth all of the parties executing or delivering or purporting to execute or deliver obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any documents other agreement, instrument or papers deposited or called for hereunderdocument. It is understood and agreed that if the The Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend give the property held in escrow by it hereunder any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary greater degree of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereundercare than it gives its own similar property.

Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such have no duties as are or obligations hereunder except those specifically set forth herein herein, and may rely such duties and obligations shall be determined solely by the express provisions of this Agreement. In connection with its duties hereunder, the Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item, including, without limitation, any written notice, instruction, request, consent, certificate, order, affidavit, letter, telegram or other document deposited with or delivered to it and shall be conclusively protected and shall have no liability for acting in relying accordance with any of the foregoing documents or refraining from acting on any instrument reasonably items furnished to it hereunder and believed by him it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he anything it may do or omit to do refrain from doing in connection with its duties hereunder including, without limitation, any mistake of fact or error of judgment or any act or omission of any kind, except as Escrow Agent a result of its own gross negligence, willful misconduct or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgmentbad faith. The Escrow Agent is hereby expressly authorized may consult with legal counsel at the cost and expense of the Company in the event of any dispute or question as to disregard any and all warnings given by the construction of any of the parties provisions hereof or its duties hereunder, and it shall incur no liability and be fully protected in respect of any action taken or omitted by it, in good faith, on the advice of such counsel. The Escrow Agent shall not be bound by any other person modification, amendment, termination, cancellation, rescission or entitysupersession of this Agreement, excepting only orders or process of courts of law, unless in writing and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any courtsigned by the parties hereto. If the Escrow Agent is uncertain of any actions as to be taken its duties or instructions to be followedrights under this Agreement or receives instructions, he may refuse to act in claims or demands from the absence of an order, judgment Company or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entityentity that, by reason of such compliancein its opinion, notwithstanding conflict with any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identityprovisions of this Agreement, authority or rights of it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned Company or by a final orderfinal, decree unappealable order or judgment of a court of competent jurisdiction after in the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedingsCommonwealth of Pennsylvania. The Escrow Agent’s rights and responsibilities as Agent shall have no liability on account of following the instructions contained in or given in accordance with this Agreement or written instructions given by the Company or set forth in an order or judgment of a court of competent jurisdiction in the Commonwealth of Pennsylvania. The Escrow Agent shall terminate if he ceases not be required to institute legal proceedings of any kind and shall not be Secretary required to defend any legal proceedings that may be instituted against it in respect of the Companysubject matter of such instructions, in which case unless requested to do so and indemnified to its satisfaction against the successor as Secretary cost and expense of the Company shall become Escrow Agent hereundersuch defense.

Duties of Escrow Agent. The Prior to the expiration of the Due Diligence Period, Escrow Agent shall be obligated only for entitled to rely upon instructions given solely by Purchaser with respect to the performance Xxxxxxx Money. After the expiration of such the Due Diligence Period, all instructions to the Escrow Agent must be jointly delivered by Seller and Purchaser. The sole duties as of Escrow Agent shall be those described in this Agreement and Escrow Agent shall be under no obligation to determine whether the other parties to this Agreement are specifically set forth herein complying with any requirements of law or the terms and conditions of any other agreements among said parties. The Escrow Agent may conclusively rely upon and shall be protected in relying acting upon any notice, consent, order or refraining from acting on any instrument reasonably other document believed by him it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on the Escrow Agent’s part. The Escrow Agent shall not have no duty or liability to verify any such notice, consent order or other document, and its sole responsibility shall be personally liable for any to act he may do or omit to do hereunder as expressly set forth in this Agreement. Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same pending resolution of such proceedingsdispute, and the parties to this Agreement hereby indemnify and hold harmless Escrow Agent from any action taken by it in good faith in the execution of its duties under this Agreement. Escrow Agent and its respective representatives shall hold in strictest confidence this Agreement and the terms and conditions contained herein. The Escrow Agent’s rights and responsibilities as Escrow Agent provisions of this Section 25 shall terminate if he ceases to be Secretary survive the termination of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.this Agreement. ACTIVE 61176122v9

Duties of Escrow Agent. Nothing contained herein shall be deemed to obligate Escrow Agent to release the Pledged Shares. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Parties hereby agree, jointly and severally, to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense or fee with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement, except in the case of its own willful misconduct or gross negligence; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including attorney’s fees and costs of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be obligated only vested with a lien on all property deposited hereunder for indemnification, attorney’s fees and court costs regarding any suit, inter-pleader or otherwise, or any other expense, fee or charge of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Noteholders and HCW as to the performance correct interpretation of this Escrow Agreement and notices given to Escrow Agent. Regardless of the notices aforesaid, Escrow Agent may hold the said property until and unless said additional expenses, fees and charges shall be fully paid. All of the terms and conditions in connection with Escrow Agent’s duties and responsibilities and the rights of Noteholders, HCW or anyone else, are contained in this instrument, and the Escrow Agent is not required to be familiar with the provision of any other instrument or agreement and shall not be charged with any responsibility or liability in connection with the observance or non-observance by anyone of the provisions of any other such duties as are specifically set forth herein and instrument or agreement. Escrow Agent may rely and shall be protected in relying acting upon any paper or refraining from acting on any instrument reasonably other document which may be submitted to it in connection with its duties hereunder and which is believed by him it to be genuine and to have been signed or presented by the proper party or partiesparties and shall have no liability or responsibility with respect to the form, execution or validity thereof. The Escrow Agent shall be entitled to assume (i) the genuineness of all signatures on all documentation received by it; and (ii) the genuineness of all copies submitted to it as photostatic or exact copies. Escrow Agent shall not be personally liable for required to institute or defend any act he may do action or omit legal process involving any matter referred to herein which in any manner affects it or its duties or liabilities hereunder unless or until required to do hereunder so by Noteholders or HCW, and then only upon receiving full indemnity in an amount and of such character as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard it shall require, against any and all warnings given by any claims, liabilities, judgments, attorney’s fees and other expenses of the parties or by any other person or entityevery kind in relation thereto, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act except in the absence case of an order, judgment its own willful misconduct or decrees of a courtgross negligence. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable bound in any respect on account way or affected by any notice of the identityany modification, authority cancellation, abrogation or rights rescission of the parties executing or delivering or purporting to execute or deliver this Agreement Escrow Agreement, or any documents fact or papers deposited circumstance affecting or called for alleged to affect the rights or liabilities of any other person, unless it has received written notice satisfactory to it, signed by Noteholders and HCW. If Noteholders and HCW shall be in disagreement about the interpretation of these escrow provisions, or about the rights and obligations of, or the propriety of any action contemplated by, Exxxxx Agent hereunder. It is understood and agreed that if the , Escrow Agent believes a dispute has arisen with respect may, at its sole discretion, file an action in inter-pleader to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of resolve said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedingsdisagreement. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary indemnified for all costs, including reasonable attorney’s fees in connection with such inter-pleader action, and shall be fully protected in suspending all or a part of its activities under this Escrow Agreement until a final judgment in the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunderinter-pleader action is received.

Duties of Escrow Agent. Notwithstanding anything herein to the ---------------------- contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. The Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Shares including, but not limited to, the calculation of amounts due the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall be obligated only have no responsibility (1) for the performance disposition or investment of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented funds by the proper party Corporation after they are transferred by the Escrow Agent to the Deposit Account or parties(2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be personally liable for required to institute legal proceedings of any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgmentkind. The Escrow Agent is hereby expressly will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized to disregard any and all warnings given by any representative of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdictionCorporation. The Escrow Agent shall not be liable in under no duty or have any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen liability with respect to the delivery and/or ownership Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or right of possession of laws. Notwithstanding anything herein to the securities held by him hereundercontrary, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part may be discharged from its duties under this Agreement upon notice of said securities until such dispute shall have been settled either by mutual written agreement discharge from the Corporation. Upon the discharge of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as , the Escrow Agent shall terminate if he ceases deliver all funds held hereunder to be Secretary of a person or persons designated by the Company, in which case the successor as Secretary of the Company Corporation and this Agreement shall become Escrow Agent hereunderterminate.

Duties of Escrow Agent. The Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him you to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent You shall not be personally liable for any act he you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. The Escrow Agent is (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or entityperson, excepting only orders or process of courts of law, and is are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys you obey or complies comply with any such order, judgment or decree of any court, he you shall not be liable to any of the parties hereto or to any other person or entityperson, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent (d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this the Agreement or any documents or papers deposited or called for hereunder. (e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder. (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (h) It is understood and agreed that if the Escrow Agent believes a should any dispute has arisen arise with respect to the delivery and/or ownership or right of possession of the securities held by him you hereunder, the Escrow Agent is you are authorized and directed to retain in his your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he you shall be under no duty whatsoever to institute or defend any such proceedings. (i) These Joint Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. (j) The Escrow Agent’s rights Company shall indemnify you and responsibilities hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including attorneys' fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.result from your gross negligence or willful misconduct. (4)

Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s 's rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunder.

Duties of Escrow Agent. The Prior to the expiration of the Due Diligence Period, Escrow Agent shall be obligated only for entitled to rely upon instructions given solely by Purchaser with respect to the performance Xxxxxxx Money. After the expiration of such the Due Diligence Period, all instructions to the Escrow Agent must be jointly delivered by Seller and Purchaser. The sole duties as of Escrow Agent shall be those described in this Agreement and Escrow Agent shall be under no obligation to determine whether the other parties to this Agreement are specifically set forth herein complying with any requirements of law or the terms and conditions of any other agreements among said parties. The Escrow Agent may conclusively rely upon and shall be protected in relying acting upon any notice, consent, order or refraining from acting on any instrument reasonably other document believed by him it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on the Escrow Agent’s part. The Escrow Agent shall not have no duty or liability to verify any such notice, consent order or other document, and its sole responsibility shall be personally liable for any to act he may do or omit to do hereunder as expressly set forth in this Agreement. Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same pending resolution of such proceedingsdispute, and the parties to this Agreement hereby indemnify and hold harmless Escrow Agent from any action taken by it in good faith in the execution of its duties under this Agreement. Escrow Agent and its respective representatives shall hold in strictest confidence this Agreement and the terms and conditions contained herein. The Escrow Agent’s rights and responsibilities as Escrow Agent provisions of this Section 22 shall terminate if he ceases to be Secretary survive the termination of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunderthis Agreement.

Duties of Escrow Agent. The Prior to the expiration of the Due Diligence Period, Escrow Agent shall be obligated only for entitled to rely upon instructions given solely by Purchaser with respect to the performance Exxxxxx Money. After the expiration of such the Due Diligence Period, all instructions to the Escrow Agent must be jointly delivered by Seller and Purchaser. The sole duties as of Escrow Agent shall be those described in this Agreement and Escrow Agent shall be under no obligation to determine whether the other parties to this Agreement are specifically set forth herein complying with any requirements of law or the terms and conditions of any other agreements among said parties. The Escrow Agent may conclusively rely upon and shall be protected in relying acting upon any notice, consent, order or refraining from acting on any instrument reasonably other document believed by him it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on the Escrow Agent’s part. The Escrow Agent shall not have no duty or liability to verify any such notice, consent order or other document, and its sole responsibility shall be personally liable for any to act he may do or omit to do hereunder as expressly set forth in this Agreement. Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same pending resolution of such proceedingsdispute, and the parties to this Agreement hereby indemnify and hold harmless Escrow Agent from any action taken by it in good faith in the execution of its duties under this Agreement. Escrow Agent and its respective representatives shall hold in strictest confidence this Agreement and the terms and conditions contained herein. The Escrow Agent’s rights and responsibilities as Escrow Agent provisions of this Section 24 shall terminate if he ceases to be Secretary survive the termination of the Company, in which case the successor as Secretary of the Company shall become Escrow Agent hereunderthis Agreement.