ESCROWED PAYMENT; (II) SHALL NOT BE CALLED UPON TO
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(VII) SHALL
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NOT BE UNDER ANY DUTY TO GIVE THE PROPERTY HELD BY ESCROW AGENT HEREUNDER ANY
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(B)
THE PURCHASER AND THE COMPANY ACKNOWLEDGE THAT THE ESCROW
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CONFERRED UPON ESCROW AGENT BY THIS AGREEMENT.
THE PURCHASER AND THE COMPANY
HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE ESCROW AGENT AND
ANY OF ESCROW AGENT'S PARTNERS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM AND
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AND EXPENSES SUFFERED AND/OR INCURRED BY THE ESCROW AGENT ARISING IN ANY MANNER
WHATSOEVER OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR ANY
TRANSACTION RELATED IN ANY WAY HERETO, INCLUDING THE FEES OF OUTSIDE COUNSEL AND
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AND EXPENSES INCURRED BY REASON OF THE ESCROW AGENT'S GROSS NEGLIGENCE