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Principal( s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of such action including, but not limited to , reasonable attorneys' fees and court costs at all trial and appellate levels . 5. Term of Agreement. 5 . 1 . This Escrow Agreement shall remain in effect unless and until it is cancelled in any of the following manners : (a) Upon written notice given by all Principal(s) of cancellation of designation of Escrow Agent to act and serve in said capacity, in which event, cancellation shall take effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation; or (b) Escrow Agent may resign as escrow agent at any time upon giving notice to Principal(s) of its desire to so resign; provided, however, that resignation of Escrow Agent shall take effect no earlier than ten ( 10) days after the giving of notice of resignation; or (c) Upon compliance with all escrow provisions as set forth in this Escrow Agreement . 5 . 2 . In the event Principal(s) fail to agree to a successor escrow agent. within the period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed Property held hereunder into the registry of an appropriate court and request judicial determination of the rights between Principal(s), by interpleader or other appropriate action, and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels . 5 . 3 . Upon termination of the duties of Escrow Agent in either manner set forth in subparagraphs (a) or (b) of Section 5 . 1 , Escrow Agent shall deliver all of the Escrowed Property to the newly appointed escrow agent designated by the Principal(s), and, except for rights of Escrow Agent specified in Section 3 . 1 of this Escrow Agreement, Escrow Agent shall not otherwise have the right to withhold Escrowed Property from said newly appointed escrow agent . 5 . 4 . Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow Agent . In no event shall any modification of this Escrow Agreement, which shall affect the rights or duties of Escrow Agent, be binding on Escrow Agent unless it shall have given its prior written consent . 6. Notices . All notices, certificates, requests, demands, materials and other communications hereunder shall be in writing and deemed to have been duly given ( 1 ) upon delivery by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow 4