THIRD PARTY.
7.
REPRESENTATIONS AND WARRANTIES OF SENSEIT.
7.1.
SENSEIT HEREBY REPRESENTS AND WARRANTS THAT THEY SHALL TAKE SUCH
ACTION AS OUTLINED IN SECTION 5.1. UPON RECEIPT OF SUCH INSTRUCTIONS WITH NO
FURTHER ACTION OR INSTRUCTIONS.
7.2.
SENSEIT HEREBY REPRESENTS AND WARRANTS THAT UPON THE PLEDGEE
ACQUIRING THE PLEDGED SHARES
AS CONTEMPLATED HEREUNDER, WITH NO FURTHER ACTION
OR INSTRUCTIONS BY SENSEIT, THE PLEDGEE AND SHALL HAVE ALL RIGHTS, TITLE AND
INTEREST TO SUCH PLEDGED SHARES, SUBJECT TO THE PROVISIONS OF THE SENSEIT
STOCKHOLDERS AGREEMENT, TO VOTE THE PLEDGED SHARES,
AND TO DISPOSE OF SUCH
PLEDGED SHARES AS CONTEMPLATED HEREUNDER.
4
8.
CONCERNING THE ESCROW AGENT.
8.1.
THE ESCROW AGENT UNDERTAKES TO PERFORM ONLY SUCH DUTIES AS ARE
EXPRESSLY SET FORTH HEREIN AND NO IMPLIED DUTIES OR OBLIGATIONS SHALL BE READ
INTO THIS AGREEMENT AGAINST THE ESCROW AGENT.
8.2.
THE ESCROW AGENT MAY ACT IN RELIANCE UPON ANY WRITING OR
INSTRUMENT OR SIGNATURE WHICH IT, IN GOOD FAITH, BELIEVES TO BE GENUINE, MAY
ASSUME THE VALIDITY AND ACCURACY OF ANY STATEMENT OR ASSERTION CONTAINED IN SUCH
A WRITING OR INSTRUMENT, AND MAY ASSUME THAT ANY PERSON PURPORTING TO GIVE ANY
WRITING, NOTICE, ADVICE OR INSTRUCTIONS IN CONNECTION WITH THE PROVISIONS HEREOF
HAS BEEN DULY AUTHORIZED TO DO SO.
THE ESCROW AGENT SHALL NOT BE LIABLE IN ANY
MANNER FOR THE SUFFICIENCY OR CORRECTNESS AS TO FORM, MANNER, AND EXECUTION, OR
VALIDITY OF ANY INSTRUMENT DEPOSITED IN THIS ESCROW, NOR AS TO THE IDENTITY,
AUTHORITY, OR RIGHT OF ANY PERSON EXECUTING THE SAME; AND ITS DUTIES HEREUNDER
SHALL BE LIMITED TO THE SAFEKEEPING OF SUCH CERTIFICATES, MONIES, INSTRUMENTS,
OR OTHER DOCUMENT RECEIVED BY IT AS SUCH ESCROW HOLDER, AND FOR THE DISPOSITION
OF THE SAME IN ACCORDANCE WITH THE WRITTEN INSTRUMENTS ACCEPTED BY IT IN THE
ESCROW.
8.3.
PLEDGEE AND THE PLEDGOR HEREBY AGREE, TO DEFEND AND INDEMNIFY THE
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 EXPENSES, FEES,
OR CHARGES OF ANY CHARACTER OR NATURE WHICH IT MAY INCUR OR WITH WHICH IT MAY BE
THREATENED BY REASON OF ITS ACTING AS ESCROW AGENT UNDER THIS AGREEMENT; AND IN
CONNECTION THEREWITH, TO INDEMNIFY THE ESCROW AGENT AGAINST ANY AND ALL
EXPENSES, INCLUDING ATTORNEYS' FEES AND COSTS OF DEFENDING ANY ACTION, SUIT, OR
PROCEEDING OR RESISTING ANY CLAIM (AND ANY COSTS INCURRED BY THE ESCROW AGENT
PURSUANT TO SECTIONS 6.4 OR 6.5 HEREOF).
THE ESCROW AGENT SHALL BE VESTED WITH
A LIEN ON ALL PROPERTY DEPOSITED HEREUNDER, FOR INDEMNIFICATION OF ATTORNEYS'
FEES AND COURT COSTS REGARDING ANY SUIT, PROCEEDING OR OTHERWISE, OR ANY OTHER
EXPENSES, FEES, OR CHARGES OF ANY CHARACTER OR NATURE, WHICH MAY BE INCURRED BY
THE ESCROW AGENT BY REASON OF DISPUTES ARISING BETWEEN THE MAKERS OF THIS ESCROW
AS TO THE CORRECT INTERPRETATION OF THIS AGREEMENT AND INSTRUCTIONS GIVEN TO THE
ESCROW AGENT HEREUNDER, OR OTHERWISE, WITH THE RIGHT OF THE ESCROW AGENT,
REGARDLESS OF THE INSTRUCTIONS AFORESAID, TO HOLD