Common use of Duties and Liability of Escrow Agent Clause in Contracts

Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows: (a) The Escrow Agent shall hold in escrow for the benefit of the respective parties as set forth herein (i) the Shares together with the Stock Power executed by the Seller, (ii) the SPA executed by each respective party hereto, and (iii) all other documents required under the SPA to close the transactions contemplated by the SPA; (b) The duties of the Escrow Agent hereunder are entirely administrative and not discretionary. Escrow Agent is obligated to act only in accordance with the terms of this Agreement and any joint written instructions received by it and approved jointly by Seller and Purchaser as provided in this Agreement; is authorized hereby to comply with any writs, orders, judgments or decrees of any court of competent jurisdiction which it is advised by legal counsel of its own choosing is binding on it, whether with or without jurisdiction, including in those situations in which the Escrow Deposit or any proceeds may be attached, garnished, or levied upon any court order, or the delivery thereof shall be stayed or enjoined by an order of court; and shall not incur any liability as a result of its compliance with such instructions, orders, judgment, decrees or writs, even if such instructions, orders, judgment, decrees or writs are subsequently reversed, modified, annulled, set aside or vacated. (c) Escrow Agent may rely upon any instrument, statement or invoice, not only as to its due execution, validity and effectiveness but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall be good faith believe to be genuine, to have been signed or delivered by the persons or parties purporting to sign or deliver the same and to conform to the provisions of this Agreement. (d) Seller and Purchaser hereby waive any suit, claim demand or cause of action of any kind which any one or all may have or may assert against the Escrow Agent unless arising from the Escrow Agent’s willful misconduct, and Seller and Purchaser jointly and severally agree to indemnify and hold the Escrow Agent harmless from and against any such suit, claim, demand or cause of action whatsoever, arising out of relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct of the Escrow Agent or the Escrow Agent’s failure to perform its obligation under this Agreement. (e) Each party to this Agreement may examine the Escrow Deposit during normal hours at the office of the Escrow Agent. (f) No assignment of interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form reasonably satisfactory to Escrow Agent shall be filed and accepted by Escrow Agent. (g) Upon Escrow Agent’s reciept of written notification from the Purchaser and Seller to the Escrow Agent that obligations of the respective parties hereunder have been fulfilled, Escrow Agent shall make the distributions in accordance with Section 5 hereof.

Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows: (a) The Escrow Agent shall hold in escrow for the benefit of the respective parties as set forth herein (i) the ONE Shares together with the Stock Power executed by the SellerBVI Shareholder, (ii) the SPA SEA executed by each respective party hereto, and (iii) all other documents required under the SPA SEA to close the transactions contemplated by the SPASEA; (b) The duties of the Escrow Agent hereunder are entirely administrative and not discretionary. The Escrow Agent is obligated to act only in accordance with the terms of this Agreement and any joint written instructions received by it and approved jointly by Seller BVI Shareholder and Purchaser the Company as provided in this Agreement; is authorized hereby to comply with any writs, orders, judgments or decrees of any court of competent jurisdiction which it is advised by legal counsel of its own choosing is binding on it, whether with or without jurisdiction, including in those situations in which the Escrow Deposit or any proceeds may be attached, garnished, or levied upon any court order, or the delivery thereof shall be stayed or enjoined by an order of court; and shall not incur any liability as a result of its compliance with such instructions, orders, judgment, decrees or writs, even if such instructions, orders, judgment, decrees or writs are subsequently reversed, modified, annulled, set aside or vacated. (c) The Escrow Agent may rely upon any instrument, statement or invoice, not only as to its due execution, validity and effectiveness but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall be good faith believe to be genuine, to have been signed or delivered by the persons or parties purporting to sign or deliver the same and to conform to the provisions of this Agreement. (d) Seller BVI Shareholder and Purchaser the Company hereby waive any suit, claim demand or cause of action of any kind which any one or all may have or may assert against the Escrow Agent unless arising from the Escrow Agent’s willful misconduct, and Seller BVI Shareholder and Purchaser the Company jointly and severally agree to indemnify and hold the Escrow Agent harmless from and against any such suit, claim, demand or cause of action whatsoever, arising out of relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct of the Escrow Agent or the Escrow Agent’s failure to perform its obligation under this Agreement. (e) Each party to this Agreement may examine the Escrow Deposit during normal hours at the office of the Escrow Agent. (f) No assignment of interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form reasonably satisfactory to Escrow Agent shall be filed and accepted by Escrow Agent. (g) Upon Escrow Agent’s reciept of written notification from the Purchaser The Company and Seller BVI Shareholder to the Escrow Agent that obligations of the respective parties hereunder have been fulfilled, Escrow Agent shall make the distributions in accordance with Section 5 hereof.

Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows: (a) The Escrow Agent shall hold in escrow for the benefit of the respective parties as set forth herein (i) the Shares together with the Stock Power executed by the Seller, (ii) the SPA executed by each respective party hereto, and (iii) all other documents required under the SPA to close the transactions contemplated by the SPA; (b1) The duties of the Escrow Agent hereunder under this Agreement are only ministerial in nature and except for its wilful misconduct, fraud or grossly negligent acts or omissions and the wilful misconduct, fraud or negligent acts or omissions of its directors, officers, employees, agents, advisers or other representatives (collectively, its "Representatives"), the Escrow Agent shall not be liable for any act or omission by it in good faith or for any mistake of fact or law. (2) The Escrow Agent shall have no duties or obligations except those which are expressly set out in this Agreement which shall be deemed those of a custodian and shall be entirely administrative and not discretionary. , and under no circumstance shall the Escrow Agent is obligated be deemed a fiduciary for the parties. The Escrow Agent shall not refer to, and shall not be bound by, the provisions of any agreement other than the terms of this Agreement and no implied duties or obligations of the Escrow Agent may be read into this Agreement. This Agreement sets forth all matters pertinent to act the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement. (3) The Escrow Agent shall not be required to defend any legal proceedings which may be instituted against it in respect of or arising out of any matter contained in this Agreement unless requested to do so in writing by another Party and indemnified and funded to its reasonable satisfaction against the cost and expense of that defence, so long as that legal proceeding does not arise as a result of an allegation of wilful misconduct, fraud or grossly negligent acts or omissions on the part of the Escrow Agent or its Representatives. (4) Each of the other Parties acknowledges that the Escrow Agent shall have no responsibility or obligation to determine any dispute or evaluate any equities between the other parties, regardless of any knowledge or any fact that it may have or receive, its only responsibility as Escrow Agent being to hold, safeguard and disburse the escrow securities in accordance with the terms of this Agreement and Agreement. (5) The Escrow Agent shall not be under any joint written instructions received duty to give the property held by it and approved jointly by Seller and Purchaser under this Agreement any greater degree of care than it gives its own similar property. The Escrow Agent shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein so long as provided in doing so the Escrow Agent shall not have acted with wilful neglect, negligence or in bad faith. (6) The Escrow Agent shall not be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights under this Agreement other than any such liability as may arise from the failure of the Escrow Agent to perform such duties as are specifically set forth in this Agreement; is authorized hereby to comply with any writs, orders, judgments Agreement or decrees of any court of competent jurisdiction which it is advised by legal counsel of its own choosing is binding on it, whether with or without jurisdiction, including in those situations in which the Escrow Deposit or any proceeds may be attached, garnished, or levied upon any court order, or the delivery thereof shall be stayed or enjoined by an order of court; and shall not incur any liability as a result of its compliance with such instructions, orders, judgment, decrees or writs, even if such instructions, orders, judgment, decrees or writs are subsequently reversed, modified, annulled, set aside or vacated. (c) Escrow Agent may rely upon any instrument, statement or invoice, not only as to its due execution, validity and effectiveness but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall be good faith believe to be genuine, to have been signed or delivered by the persons or parties purporting to sign or deliver the same and to conform to the provisions of this Agreement. (d) Seller and Purchaser hereby waive any suit, claim demand or cause of action of any kind which any one or all may have or may assert against the Escrow Agent unless arising from the Escrow Agent’s willful wilful misconduct, and Seller and Purchaser jointly and severally agree to indemnify and hold fraud or negligent acts or omissions on the Escrow Agent harmless from and against any such suit, claim, demand or cause of action whatsoever, arising out of relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct part of the Escrow Agent or its Representatives. (7) Notwithstanding anything contained herein or in the Share Exchange Agreement to the contrary, the Escrow Agent’s failure Agent shall have no duty to perform its obligation determine the performance or non-performance of any term or provision of the Share Exchange Agreement and shall have no obligations, responsibilities or liability arising under any other agreement to which the Escrow Agent is not a party, even though reference to such other agreement may be made in this Agreement or the Share Purchase Agreement. (e) Each party to this Agreement may examine the Escrow Deposit during normal hours at the office of the Escrow Agent. (f) No assignment of interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form reasonably satisfactory to 8) The Escrow Agent shall not be filed and accepted by Escrow Agent. (g) Upon Escrow Agent’s reciept of written notification from responsible to ensure the Purchaser and Seller to the Escrow Agent that obligations validity or legality of the respective parties hereunder have been fulfilled, Escrow Agent shall make the distributions in accordance with Section 5 hereofissuance of any escrow securities.

Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows: (a) The Escrow Agent shall hold undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in escrow for a ministerial capacity. In the benefit event of any conflict between the terms and provisions of this Agreement, those of the respective parties as set forth herein (i) Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the Shares together with parties, the Stock Power executed by terms and provisions of the SellerMerger Agreement shall control; provided, (ii) that, notwithstanding the SPA executed by each respective party heretoterms of any other agreement between the parties, the terms and (iii) all other documents required under conditions of this Agreement shall control the SPA to close actions of the transactions contemplated by the SPA;Escrow Agent. (b) The duties of the Escrow Agent hereunder are entirely administrative shall be liable only for its bad faith, willful misconduct or gross negligence and not discretionaryfor any act done or omitted by it hereunder in good faith. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is obligated authorized to act only in accordance comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the terms extent practicable, give each of this Agreement the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and any joint written instructions received by it and approved jointly by Seller and Purchaser the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in this Agreement); is authorized hereby to comply with any writsprovided, ordersfurther, judgments or decrees of any court of competent jurisdiction which it is advised by legal counsel of its own choosing is binding on it, whether with or without jurisdiction, including in those situations in which the that Escrow Deposit or any proceeds may be attached, garnished, or levied upon any court order, or the delivery thereof shall be stayed or enjoined by an order of court; and Agent shall not incur be required to give any liability as such notice if, in its reasonable judgment, a result of its compliance with delay in complying or obeying any such instructionslaw, ordersorder, judgment, decrees decree, or writsregulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any of the parties hereto or to any other person even if such instructionslaw, ordersorder, judgment, decrees decree, or writs are regulation is subsequently reversed, modified, annulled, set aside aside, vacated, found to have been entered without jurisdiction, or vacatedfound to be in violation of or beyond the scope of a constitution or a law. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 11, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (c) The Escrow Agent may rely Agent’s sole responsibility upon receipt of any instrument, statement notice requiring any payment to Purchaser or invoice, not only as to its due execution, validity and effectiveness but also as the Stockholders pursuant to the truth terms of this Agreement or, if such notice is disputed by the Stockholder Representative or the Purchaser, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to the Purchaser or the Stockholders, as applicable, the amount specified in such notice, and accuracy of any information contained therein, which the Escrow Agent shall be good faith believe have no duty to be genuinedetermine the validity, to have been signed authenticity or delivered by the persons or parties purporting to sign or deliver the same and to conform to the provisions of this Agreement. (d) Seller and Purchaser hereby waive any suit, claim demand or cause of action enforceability of any kind which any one specification or all may have or may assert against the Escrow Agent unless arising from the Escrow Agent’s willful misconduct, and Seller and Purchaser jointly and severally agree to indemnify and hold the Escrow Agent harmless from and against any certification made in such suit, claim, demand or cause of action whatsoever, arising out of relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct of the Escrow Agent or the Escrow Agent’s failure to perform its obligation under this Agreementnotice. (e) Each party to this Agreement may examine the Escrow Deposit during normal hours at the office of the Escrow Agent. (f) No assignment of interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form reasonably satisfactory to Escrow Agent shall be filed and accepted by Escrow Agent. (g) Upon Escrow Agent’s reciept of written notification from the Purchaser and Seller to the Escrow Agent that obligations of the respective parties hereunder have been fulfilled, Escrow Agent shall make the distributions in accordance with Section 5 hereof.

Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows: (a) The Escrow Agent shall hold undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in escrow for a ministerial capacity. In the benefit event of any conflict between the terms and provisions of this Agreement, those of the respective parties as set forth herein (i) Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the Shares together with parties, the Stock Power executed by terms and provisions of the SellerMerger Agreement shall control; provided, (ii) that, notwithstanding the SPA executed by each respective party heretoterms of any other agreement between the parties, the terms and (iii) all other documents required under conditions of this Agreement shall control the SPA to close actions of the transactions contemplated by the SPA;Escrow Agent. (b) The duties of the Escrow Agent hereunder are entirely administrative shall be liable only for its bad faith, willful misconduct or gross negligence and not discretionaryfor any act done or omitted by it hereunder in good faith. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is obligated authorized to act only in accordance comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the terms extent practicable, give each of this Agreement the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and any joint written instructions received by it and approved jointly by Seller and Purchaser the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in this Agreement); is authorized hereby to comply with any writsprovided, ordersfurther, judgments or decrees of any court of competent jurisdiction which it is advised by legal counsel of its own choosing is binding on it, whether with or without jurisdiction, including in those situations in which the that Escrow Deposit or any proceeds may be attached, garnished, or levied upon any court order, or the delivery thereof shall be stayed or enjoined by an order of court; and Agent shall not incur be required to give any liability as such notice if, in its reasonable judgment, a result of its compliance with delay in complying or obeying any such instructionslaw, ordersorder, judgment, decrees decree, or writsregulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any of the parties hereto or to any other person even if such instructionslaw, ordersorder, judgment, decrees decree, or writs are regulation is subsequently reversed, modified, annulled, set aside aside, vacated, found to have been entered without jurisdiction, or vacatedfound to be in violation of or beyond the scope of a constitution or a law. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 11, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (c) The Escrow Agent may rely Agent’s sole responsibility upon receipt of any instrument, statement notice requiring any payment to Indemnified Party or invoice, not only as to its due execution, validity and effectiveness but also as the Stockholders pursuant to the truth terms of this Agreement or, if such notice is disputed by the Stockholders’ Representative or the Indemnified Party, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to the Indemnified Party or the Stockholders, as applicable, the amount specified in such notice, and accuracy of any information contained therein, which the Escrow Agent shall be good faith believe have no duty to be genuinedetermine the validity, to have been signed authenticity or delivered by the persons or parties purporting to sign or deliver the same and to conform to the provisions of this Agreement. (d) Seller and Purchaser hereby waive any suit, claim demand or cause of action enforceability of any kind which any one specification or all may have or may assert against the Escrow Agent unless arising from the Escrow Agent’s willful misconduct, and Seller and Purchaser jointly and severally agree to indemnify and hold the Escrow Agent harmless from and against any certification made in such suit, claim, demand or cause of action whatsoever, arising out of relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct of the Escrow Agent or the Escrow Agent’s failure to perform its obligation under this Agreementnotice. (e) Each party to this Agreement may examine the Escrow Deposit during normal hours at the office of the Escrow Agent. (f) No assignment of interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form reasonably satisfactory to Escrow Agent shall be filed and accepted by Escrow Agent. (g) Upon Escrow Agent’s reciept of written notification from the Purchaser and Seller to the Escrow Agent that obligations of the respective parties hereunder have been fulfilled, Escrow Agent shall make the distributions in accordance with Section 5 hereof.