Common use of Duties in General Clause in Contracts

Duties in General. (i) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and required by applicable law), which the parties agree are ministerial in nature, and no duties shall be implied. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (ii) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Amount with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Amount. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (iii) If, at any time, (i) there shall exist any dispute among the parties hereto with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the Escrow Agent hereunder, (ii) the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Purchasers and the Company have not within fifteen (15) business days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 6, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (A) suspend the performance of any of its obligations under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (B) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any state or federal court located in the State of New York, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, the Escrow Amount, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, or reasonably expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. The Escrow Agent shall have no liability to the Purchasers, the Company, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into such court, including, without limitation, any liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Account or any delay in or with respect to any other action required or requested of the Escrow Agent.

Duties in General. (ia) The duties, responsibilities and obligations of Escrow Agent undertakes shall be limited to perform only such duties as are expressly those set forth herein (and required by applicable law)herein, which the parties agree are ministerial in nature, and no duties duties, responsibilities or obligations shall be inferred or implied. Save as provided in Section 17, Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among the Sellers, the Sellers’ Representative, and the Buyer, even though reference thereto may be made herein, or to comply with any direction or instruction from the Sellers’ Representative or the Buyer other than those contained herein or delivered in accordance with this Escrow Agreement. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder in accordance with the terms set forth herein. (b) This Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. (c) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Fund, unless Escrow Agent receives written instructions, signed by the Sellers’ Representative and Buyer, which eliminates such ambiguity or uncertainty. (d) If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (ii) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Amount with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Amount. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (iii) If, at any time, (i) there shall exist any dispute among the parties hereto with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the Escrow Agent hereunder, (ii) the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Purchasers and the Company have not within fifteen (15) business days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 6, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (A) suspend the performance of any of its obligations under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (B) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any state or federal court located in the State of New York, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, the Escrow Amount, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, or reasonably expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. The Escrow Agent shall have no liability to the Purchasers, the Company, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into such court, including, without limitation, any liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Account or any delay in or with respect to any other action required or requested of the Escrow Agent.

Duties in General. (i1) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and required by applicable law), which the parties agree are ministerial in nature, and no duties shall be implied. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with legal counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such legal counsel. (ii2) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Amount with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Amount. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (iii3) If, at any time, (i) there shall exist any dispute among the parties hereto with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of If the Escrow Agent hereundershall be uncertain as to its duties or rights hereunder or shall receive instructions, (ii) claims or demands from any party hereto that, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise by Joint Written Instructions or by a final order or judgment of a court of competent jurisdiction. In addition, if the Escrow Agent is unable to determineshould at any time be confronted with inconsistent claims or demands by the parties hereto, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Purchasers and the Company have not within fifteen (15) business days of the furnishing by the Escrow Agent of a notice of resignation pursuant shall also have the right to Section 6, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (A) suspend the performance of any of its obligations under this Agreement until interplead such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (B) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction parties in any state or federal court located in the State of New YorkDelaware (or if such court does not have jurisdiction, for instructions any other court of competent jurisdiction), to deposit the Escrow Amount with respect to the clerk of such dispute or uncertainty, court and to request that such court determine the extent required or permitted by lawrespective rights of the parties under this Agreement, pay into such courtand, for holding and disposition in accordance with the instructions of such courtupon doing so, the Escrow Amount, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, automatically shall be released from any obligations or reasonably expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. The Escrow Agent shall have no liability to the Purchasers, the Company, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into such court, including, without limitation, any liability that may arise, or be alleged to have arisen, out of or as a result consequence of any delay in the disbursement of funds held in the Escrow Account claims or any delay in or with respect to any other action required or requested of the Escrow Agentdemands hereunder.

Duties in General. (i) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and as required by applicable law), which the parties agree are ministerial in nature. The Escrow Agent shall have no liability under, and no duties shall be impliedduty to inquire as to the provisions of, any agreement (except as to the capitalized terms used herein and defined in the Purchase Agreement) other than this Escrow Agreement. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (ii) The Escrow Agent shall have no duty as to the solicitation, collection or protection of the Escrow Funds or any escrow earnings, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. (iii) The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the express terms of this Escrow Agreement. (iv) If the Escrow Agent becomes involved in litigation with respect to this Escrow Agreement for any reason, it is hereby authorized to deposit the Escrow Amount Funds with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow AmountFunds. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (iiiv) If, If the Escrow Agent should at any time, (i) there shall exist time be confronted with claims or demands by any dispute among of the parties hereto with respect which it believes in good faith to be inconsistent or in the holding or disposition event of any portion disagreement between/among any of the parties and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow Amount Agreement, or any other obligations of in the Escrow Agent hereunder, (ii) the Escrow Agent is unable to determine, to event that the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect in good faith, be in doubt as to its obligations what action it should take hereunder, or (iii) the Purchasers and the Company have not within fifteen (15) business days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 6, appointed a successor Escrow Agent to act hereunder, then 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 its sole discretionany such event, take either or both of the following actions: (A) suspend the performance of any of its obligations under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of 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 successor 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 appointed notified thereof in writing signed by all such persons. The Escrow Agent shall have the option, after twenty (as 20) calendar days’ notice to the case may be); or (B) petition (by means other parties of an interpleader action or any other appropriate method) any court of competent jurisdiction its intention to do so, to suspend performance hereunder and to promptly interplead such parties in any state or federal court located in the State of New YorkYork (or if such court does not have jurisdiction, for instructions with respect any other court of competent jurisdiction), to such dispute or uncertainty, and to deposit the extent required or permitted by law, pay into such court, for holding and disposition in accordance Escrow Funds with the instructions clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Escrow AmountAgreement, after deduction and payment to upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, any claims or reasonably expected to be incurred by demands hereunder. The rights of the Escrow Agent in connection with the performance under this paragraph are cumulative of its duties and the exercise of its all other rights hereunder. which it may have by law or otherwise. (vi) The Escrow Agent shall have be under no liability duty to give the Purchasers, the Company, their respective shareholders or members or any other person with respect to any such suspension of performance or disbursement into such court, including, without limitation, any liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds property held in the Escrow Account or escrow by it hereunder any delay in or with respect to any other action required or requested greater degree of the Escrow Agentcare than it gives its own similar property.