The Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

The Escrow Agent may consult with legaloutside counsel of its own choosing aschoice with respect to any matter relating toquestion arising under this Agreement,Escrow Agreement and the Escrow Agent shall not incurbe liable for any liability in actingaction taken or omitted in good faith in accordance with anyupon the advice fromof such counsel.

The Escrow Agent may consult with legalact relative hereto in reliance upon advice of counsel of its own choosing asin reference to any matter relating to this Agreement, and theconnected herewith. The Escrow Agent shall not incurbe liable for any liability in acting in good faith in accordance withmistake of fact or error of judgment or law, or for any advice from such counsel.acts or omissions of any kind, unless caused by its willful misconduct or gross negligence.

The Escrow Agent shall have no implied duties and only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be obligated to take any action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal Action or proceeding or to take any other action that in Escrow Agent’s sole judgment may expose it to potential expense or liability. The Escrow Agent may consult withnationally recognized legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its own choosing asduties hereunder, or relating to any matter relating to this Agreement,dispute involving any party hereto and the Escrow Agent shall not incur no liability and shall be fully indemnified from any liability whatsoever in relying on and acting in good faith in accordance with anythe advice fromof such counsel. The reasonable and documented fees and expenses of any such counsel shall be paid to the Escrow Agent in accordance with [Section 12]. ​ and Seller agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by Law or as Escrow Agent may reasonably request in connection with its duties hereunder.