Common use of Acceptance by Xxxxxx Agent Clause in Contracts

Acceptance by Xxxxxx Agent. The Escrow Agent xxxxxx accepts and agrees to perform its obligations hereunder, provided that: (a) The names and true signatures of each individual authorized to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A. The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated in Schedule A to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (c) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (d) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (e) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (f) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.

Acceptance by Xxxxxx Agent. The Escrow Agent xxxxxx accepts and agrees to perform its obligations hereunder, provided that: (a) The names Upon execution of this Agreement, the Trust shall execute and true signatures deliver to Escrow Agent Exhibit B hereto and the Placement Agent shall execute and deliver to Escrow Agent Exhibit B-1 hereto (together with Exhibit B, each a "Certificate"), for the purpose of (i) establishing the identity of each individual respective authorized representative(s) of the Trust and the Placement Agent entitled to act singly initiate and/or confirm disbursement instructions to Escrow Agent on behalf of Xxxxxx each such party and Xxxxxx are stated in Schedule A. (ii) providing standing wire instructions for each of the Trust and the Placement Agent to be used for disbursements to said party. The Escrow Agent may act in reliance upon any signature on each Certificate believed by it to be genuine, and may assume that any person who has been designated in Schedule A by the Placement Agent or the Trust to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate. The names Trust and true signatures of each individual authorized the Placement Agent may update their respective Certificate by executing and delivering to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent of an updated Certificate substantially in the form attached hereto as Exhibit B and/or Exhibit B-1. Until such change time as Escrow Agent shall receive an updated Certificate, Escrow Agent shall be fully protected in accordance relying without inquiry on the current Certificate on file with this Agreement, which notice shall include the true signature for any new authorized signatoriesEscrow Agent. (b) The Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instruction it receives, the Escrow Agent may (but in no instance shall be required to) record such call back. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it may in its discretion elect not to execute the instruction until all issues have been resolved to its satisfaction. The Trust and the Placement Agent agree that the foregoing procedures constitute commercially reasonable security procedures. (c) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (cd) Lessor The Placement Agent and Lessee, jointly and severally, the Trust agree to indemnify, release, indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, expenses (including but not limited to, to reasonable attorney's fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Xxxxxx Agent arising out of or related, directly or indirectly, to the this Escrow Agreement and unless caused by the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or 's gross negligence as adjudicated by a court of competent jurisdiction. (d) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to Lessor and Lessee of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwisewillful misconduct. (e) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdictionjurisdiction or by a joint instruction from the Trust and the Placement Agent, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (f) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated hereinabove, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.

Acceptance by Xxxxxx Agent. The Escrow Agent xxxxxx accepts and agrees to perform its obligations hereunder, provided that: (a) The names Upon execution of this Agreement, the Representative shall execute and true signatures deliver to Escrow Agent, Exhibit B hereto and the Company shall execute and deliver to Escrow Agent Exhibit B-1 (together with Exhibit B, each a “Certificate”) hereto, for the purpose of (i) establishing the identity of each individual respective authorized representative(s) of the Representative and the Company entitled to act singly initiate and/or confirm disbursement instructions to Escrow Agent on behalf of Xxxxxx each such party and Xxxxxx are stated in Schedule A. (ii) providing standing wire instructions for each of the Representative and the Company to be used for disbursements to said party. The Escrow Agent may act in reliance upon any signature on each Certificate believed by it to be genuine, and may assume that any person who has been designated in Schedule A by the Representative or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate. The names Representative and true signatures of each individual authorized the Company may update their respective Certificate by executing and delivering to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent an updated Certificate in the form attached hereto as Exhibit B and/or Exhibit B-1. Until such time as Escrow Agent shall receive an updated Certificate, Escrow Agent shall be fully protected in relying without inquiry on the current Certificate on file with Escrow Agent. (b) The Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instruction it receives, the Escrow Agent may record such change call back. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The Representative and the Company agree that the foregoing procedures constitute commercially reasonable security procedures. Escrow Agent further agrees not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement, which notice shall include ) from any party inconsistent with the true signature for any new authorized signatoriesforegoing. (bc) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (cd) Lessor The Company and LesseeRepresentative, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow this Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (de) In the event of any disagreement between or among Lessor the Representative and Lesseethe Company, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to Lessor the Representative and Lessee the Company of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (ef) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (fg) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.

Acceptance by Xxxxxx Agent. The Escrow Agent xxxxxx accepts and agrees to perform its obligations hereunder, provided that: (a) The names Upon execution of this Agreement, the Representative shall execute and true signatures deliver to Escrow Agent, Exhibit C-3 hereto and the Company shall execute and deliver to Escrow Agent Exhibit C-4 (together with Exhibit C-3, each a “Certificate”) hereto, for the purpose of (i) establishing the identity of each individual respective authorized representative(s) of the Representative and the Company entitled to act singly initiate and/or confirm disbursement instructions to Escrow Agent on behalf of Xxxxxx each such party and Xxxxxx are stated in Schedule A. (ii) providing standing wire instructions for each of the Representative and the Company to be used for disbursements to said party. The Escrow Agent may act in reliance upon any signature on each Certificate believed by it to be genuine, genuine and may assume that any person who has been designated in Schedule A by the Representative or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions, including but not limited to, those contained on each Certificate. The names Representative and true signatures of each individual authorized the Company may update their respective Certificate by executing and delivering to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent an updated Certificate in the form attached hereto as Exhibit C-3 and/or Exhibit C-4. Until such time as Escrow Agent shall receive an updated Certificate, Escrow Agent shall be fully protected in relying without inquiry on the current Certificate(s) on file with Escrow Agent. (b) The Escrow Agent may seek confirmation of disbursement instructions by telephone call back to one of the authorized representatives set forth on each Certificate, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person(s) so designated. To ensure the accuracy of the instruction it receives, the Escrow Agent may record such change call back. If the Escrow Agent is unable to verify the instruction, or is not satisfied in its sole discretion with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. The Representative and the Company agree that the foregoing procedures constitute commercially reasonable security procedures. The Escrow Agent further agrees not to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement, which notice shall include ) from any party inconsistent with the true signature for any new authorized signatoriesforegoing. (bc) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (cd) Lessor The Company and LesseeRepresentative, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's ’s fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow this Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (de) In the event of any disagreement between or among Lessor the Representative and Lesseethe Company, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection with the Escrow Account, or in the event that the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after thirty (30) days’ notice to Lessor the Representative and Lessee the Company of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights among themselves. The rights of the Escrow Agent under this section are cumulative of all other rights which it may have by law or otherwise. (ef) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (fg) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's ’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to the Escrow Agent for the Escrow Account and deposit said checks or instruments into the Escrow Account, and (ii) disburse or refrain from disbursing the Escrow Funds as stated herein, provided that the checks or instruments received by the Escrow Agent have been collected and are available for withdrawal.

Acceptance by Xxxxxx Agent. The Escrow Agent xxxxxx accepts and agrees to perform its obligations hereunder, provided that: (a) The names and true signatures Escrow Agent shall be entitled to rely upon any order, judgment, opinion, or other writing delivered to it in compliance with the provisions of each individual authorized this Agreement without being required to act singly on behalf determine the authenticity or the correctness of Xxxxxx and Xxxxxx are any fact stated in Schedule A. therein or the propriety or validity of service thereof. The Escrow Agent may act conclusively rely and shall be protected in reliance acting or refraining from acting upon any signature resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it them to be genuinegenuine and to have been signed or presented by the proper party or parties, not only as to due execution, validity and may assume that any person who has been designated in Schedule A to give any written instructionseffectiveness, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry but also as to the genuineness, truth and accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of Xxxxxx and Xxxxxx are stated in Schedule A, which is attached hereto and made a part hereof. The Lessee and Lessor may each remove or add one or more of its authorized signers stated on Schedule A by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatoriesinformation contained therein. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference shall be entitled to any matter connected herewith. The Escrow Agent rely on and shall not be liable for any mistake of fact action taken or error of judgment or law, or for any acts or omissions of any kind, unless caused omitted to be taken by its willful misconduct or gross negligence. (c) Lessor and Lessee, jointly and severally, agree to indemnify, release, and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses, including, but not limited to, attorney's fees, costs and disbursements, (collectively “Claims”) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to the Escrow Agreement and the Escrow Agent’s performance hereunder or in connection herewith, except to the extent such Claims arise from Escrow Agent’s willful misconduct or gross negligence as adjudicated by a court of competent jurisdiction. (d) In the event of any disagreement between or among Lessor and Lessee, or between any of them and any other person, resulting in adverse claims or demands being made to Escrow Agent in connection accordance with the Escrow Account, advice of counsel or in the event that other professionals retained or consulted by the Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply where such counsel and/or other professional were selected with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such personsdue care. The Escrow Agent shall have the optionbe reimbursed as set forth in Section 2.2 for any and all reasonable compensation (fees, after thirty (30expenses and other costs) days’ notice paid and/or reimbursed to Lessor such counsel and/or professionals. The Escrow Agent may perform any and Lessee all of its intention to do soduties through its agents, to file an action in interpleader requiring representatives, attorneys, custodians, and/or nominees and shall not be responsible for the parties to answer and litigate any claims and rights among themselves. The rights acts or omissions of the Escrow Agent under this section are cumulative of all other rights which it may have by law such agents, representatives, attorneys, custodians or otherwisenominees appointed with due care. (ec) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (fd) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent's ’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account. The Escrow Agent makes no representation as to the validity, it being agreed that value, genuineness or collectability of any security or other document or instrument held by or delivered to it. (e) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the sole duties and responsibilities Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement by the Company beyond the specific terms hereof. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as a duty and, with respect to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money delivered to such permissive rights, the Escrow Agent shall not be answerable for other than its gross negligence or willful misconduct. The Escrow Agent shall not be liable for any amount in excess of the value of the Escrow Account and deposit said checks or instruments into Funds. Without limiting the foregoing, the Escrow Account, and (ii) disburse or refrain from disbursing Agent shall dispose of the Escrow Funds as stated hereinin accordance with the express provisions of this Agreement, provided that the checks and has not reviewed and shall not make, be required to make or instruments received by be liable in any manner for its failure to make, any determination under any other document, or any other agreement. (f) No term or provision of this Agreement is intended to create, nor shall any such term or provision be deemed to have created, any trust, joint venture, partnership, between or among the Escrow Agent have been collected and are available for withdrawalany of the Parties.