America Online 2010 Annual Report Download - page 140

or, (ii) a court order binding on the Escrow Agent which has not been stayed or vacated.
3.2.2 Escrow Agent as Stakeholder. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their
convenience and that the Escrow Agent shall not be deemed to be an agent of either of the parties. The Escrow Agent shall have no duties or
obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not
be required to take any action otherwise than in accordance with the terms hereof and shall not be in any manner liable or responsible for any loss
or damage arising by reason of any act or omission to act by it hereunder or in connection with any of the transactions contemplated hereby,
including but not limited to any loss that may occur by reason of forgery, any error in judgment or any mistake of fact or law or for any other
reason, except for its negligence or willful misconduct. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any
waiver, modification, amendment, termination, cancellation, decision or supersession of this Agreement, unless the same shall be in writing and
signed by the parties hereto and in fact received by the Escrow Agent. In the event of any controversy or dispute arising hereunder or with respect
to the construction hereof or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action or
omission to act by it undertaken in good faith and without negligence. Purchaser and Seller shall jointly and severally indemnify and hold the
Escrow Agent harmless from and against all judgments, costs, claims, losses, liability and expenses, including, without limitation, reasonable
attorneys' fees and disbursements, incurred in connection with the performance of the Escrow Agent's duties hereunder or resulting from any
dispute or litigation arising out of or concerning the Escrow Agent's services hereunder, except for those resulting from the Escrow Agent's
negligence or willful misconduct. This indemnity includes, without limitation, reasonable disbursements and reasonable attorneys' fees either
paid to retain attorneys or representing the fair value of legal services rendered to the Escrow Agent by the Escrow Agent's firm. The Escrow
Agent may act or refrain from action in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be
selected by the Escrow Agent and shall be fully protected in so acting or refraining from action upon the advice of such counsel.
3.2.3 Escrow Agent to Acknowledge Agreement. The Escrow Agent shall acknowledge its agreement to act as the Escrow Agent under this
Agreement and to comply with the provisions of this Article 3, and Article 7, and any other provisions of this Agreement applicable to it by
executing this Agreement solely for such purposes. The Escrow Agent's consent shall not be required for any amendment or modification of this
Agreement
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