definiens: shall mean andrefer to Title Company acting in its capacity as the administrator of the Escrow and any applicable escrow accountsrelating to the purchase and sale transaction contemplated by this Agreement, and any other references to TitleCompany shall mean and refer to Title Company acting in its capacity as the issuer of the Owner ’s Policy . Seller andBuyer shall also execute and deliver to Escrow Holder and Title Company such additional or supplemental escrow, title and closing instructions as may be necessary or convenient from time to time prior to the Closing to implementthe terms of this Agreement . Seller and Buyer agree that : ( a ) the duties of Escrow Holder are only as hereinspecifically provided and Escrow Holder shall incur no liability whatsoever except for its own willful misconduct orgross negligence ; ( b ) in the performance of its duties hereunder, Escrow Holder shall be entitled to rely upon anydocument, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or theirsuccessors ; ( c ) Escrow Holder may assume that any person purporting to give any notice of instructions inaccordance with the provisions hereof has been duly authorized to do so ; ( d ) Escrow Holder shall not be bound by anymodification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Holder, Seller andBuyer ; ( e ) except as otherwise provided in Section 4.4(b ), Seller and Buyer shall jointly and severally reimburse andindemnify Escrow Holder for, and hold it harmless against, any and all loss, liability, costs or expenses in connectionherewith, including attorneys ’ fees and disbursements, incurred without willful misconduct or gross negligence on thepart of Escrow Holder arising out of or in connection with its acceptance of, or the performance of its duties andobligations under, this Agreement, as well as the costs and expenses of defending against any claim or liabilityarising out of or relating to this Agreement ; ( f ) each of Seller and Buyer hereby releases Escrow Holder from any actdone or omitted to be done by Escrow Holder in good faith in the performance of its duties hereunder ; and ( g ) EscrowHolder may resign upon ten ( 10 ) days written notice to Seller and Buyer . If a successor Escrow Holder is notappointed by Seller and Buyer within such ten ( 10 ) day period, Escrow Holder may petition a court of competentjurisdiction to name a successor