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  • 7.


    • (a)

      Payment of Taxes by Seller . Seller shall be deemed the owner of the Escrow Shares and/or cash in the Escrow Account, as

applicable, and shall be responsible for the preparation, filing and payment of all tax returns and taxes due associated with such Escrow Shares (“ Taxes ”). It shall be the sole responsibility of Seller to report all income, if any, that is earned on, or derived from, any cash included in the Escrowed Amount that is allocable to Seller, in the taxable year or years in which such income is properly includible and pay any Taxes attributable thereto. The Escrow Agent, in order to assist Seller in the preparation of tax forms and the payment of Taxes, shall take such steps and provide such forms to Seller as is necessary for Seller to make all such filings and payments accurate and timely. Further, the Escrow Agent is authorized to make such withholdings as it deems necessary and proper from any distribution of the Escrow Shares and/or cash in the Escrow Account, as applicable, to comply with its own obligations under the United States Internal Revenue Code.

(b) Payment of Taxes by Buyer . Notwithstanding anything to the contrary in this Agreement, Buyer shall be responsible for the payment of any and all Taxes attributable to the ownership of any cash included in the Escrowed Amount that is released to Buyer in accordance with this Agreement.


Certain Additional Agreements.

Buyer, Parent and Seller do such things and take such actions, and will execute and deliver to the Escrow Agent such instructions and certificates hereunder, as may be reasonably required to give effect to the provisions of this Agreement, including, but not limited to, the execution and delivery of appropriate stock powers and written letters of direction to Parent’s transfer agent and registrar in respect of the cancellation, issuance and delivery of new stock certificates and such other matters as may be necessary to effect the provisions hereof.

  • 9.

    Escrow Agent.

    • (a)

      The Escrow Agent shall have no duties or responsibilities, including, without limitation, any duty to review or interpret the Stock

Purchase Agreement, except those expressly set forth herein. Except for this Escrow Agreement, the Escrow Agent is not a party to, or bound by, any agreement that may be required under, evidenced by, or arise out of the Stock Purchase Agreement.

(b) If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions from any of the undersigned with respect to the Escrow Account, which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by a joint direction of Buyer and Seller or by order of a court of competent jurisdiction. The Escrow Agent shall be protected in acting upon any notice, request, waiver, consent, receipt or other document reasonably believed in good faith by the Escrow Agent to be signed by the proper party or parties.

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