Duties of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent.
(a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement and the Escrow Agent shall not be subject to, nor obligated to recognize, any other agreements between the Corporation, Underwriter and any Subscriber.
(b) The duties of the Escrow Agent are only such as are herein specifically provided and such duties are purely ministerial in nature. The Escrow Agent's primary duty shall be to keep custody of and safeguard the Escrow Fund during the period of the escrow, to invest monies held in the Escrow Fund in accordance with Section 2 hereof and to make disbursements from the Escrow Fund in accordance with Section 4 hereof.
(c) The Escrow Agent shall be under no obligations in respect of the Escrow Fund other than to faithfully follow the instructions herein contained or delivered to the Escrow Agent in accordance with this Escrow Agreement. The Escrow Agent may rely and act upon any written notice, instruction, direction, request, waiver, consent, receipt or other paper or document which it in good faith believes to be genuine and what it purports to be and the Escrow Agent shall be subject to no liability with respect to the form, execution or validity thereof. If, in the opinion of the Escrow Agent, the instructions it receives are ambiguous, uncertain or in conflict with any previous instructions or this Escrow Agreement, then the Escrow Agent is authorized to hold and preserve intact the Escrow Fund pending the settlement of any such controversy by final adjudication of a court or courts of proper jurisdiction.
(d) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything which it may in good faith do or refrain from doing in connection herewith, unless caused by its willful misconduct or gross negligence. The Corporation shall indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its accept...
Duties of Escrow Agent. (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.
(b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.
(c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or entity, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If you are uncertain of any actions to be taken or instructions to be followed, you may refuse to act in the absence of an order, judgment or decrees of a court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
(d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.
(e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel.
(f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder.
(g) If you reasonably require other or further i...
Duties of Escrow Agent. The Escrow Agent shall not be obligated to accept any notice, make any delivery, or take any other action under this Agreement unless the notice or request or demand for delivery or other action is in writing and given or made by the Managing General Partner or an authorized officer of the Managing General Partner. In no event shall the Escrow Agent be obligated to accept any notice, request, or demand from anyone other than the Managing General Partner.
Duties of Escrow Agent. A. Escrow Agent shall establish an escrow account (the "Escrow Account") into which the shares to be sold (the "Escrow Shares") and the funds to be received from prospective purchasers of said shares (the "Prospective Purchasers") as well as any dividends earned by the Prospective Purchasers while the Escrow Shares are being held in escrow (the "Escrow Funds") in connection with any sale by the Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items") shall be deposited and held until an acquisition meeting the criteria specified in Rule 419 is completed. Escrow Funds shall be invested upon the written direction of an officer of the Issuer; provided however, that the Escrow Funds shall only be invested in an obligation that constitutes a "deposit", as that term is defined in section 3(l) of the Federal Deposit Insurance Act (each a “Permitted Investment”). The Issuer shall be solely responsible for ensuring that such directions include only Permitted Investments, and the Escrow Agent shall not have any obligation with respect to such determination.
B. Escrow Agent shall receive and hold all shares of common stock sold pursuant to the Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this Agreement and in accordance with Rule 419. All Escrow Shares are to remain as deposited and shall be held until (i) released by the Escrow Agent pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in court pursuant to Paragraph "G" of Article "5" of this Agreement or the last sentence of Paragraph "I" of Article "5" of this Agreement. The identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser shall be included with the stock certificates or other documents evidencing such securities which are delivered to the Escrow Agent.
C. The Escrow Shares shall remain as issued and deposited and shall be held for the sole benefit of the Prospective Purchasers, who shall have voting rights with respect to the Escrow Shares held in their names, as provided by applicable state law. All stock powers, which shall be duly executed in blank, shall be sent to the Escrow Agents separate from the certificates evidencing the Escrow Shares.
Duties of Escrow Agent. The Escrow Agent shall have the following general duties: (a) to promptly deliver the Subscription Agreement to MD; (b) to deposit and safely maintain the Escrow Funds in the Account, guarding at all times against the commingling thereof with any funds of MD or its affiliates during the term of this Escrow Agreement; (c) at the direction of MD, to invest the Escrow Funds in investments that are permissible under rule 15c2-4 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including, without limitation (if permissible), time deposits, short-term bank certificates of deposit, short-term governmental obligations and bank money market accounts to be held by Escrow Agent; (d) to prepare and maintain true and complete records with respect to the Escrow Funds, including the name of each subscriber and the portion of the Escrow Funds from time to time attributable to him; and (e) to disburse the Escrow Funds in accordance with the terms of this Escrow Agreement.
Duties of Escrow Agent. The Escrow Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement on the part of the Escrow Agent.
Duties of Escrow Agent. It is agreed that the duties of Escrowee are only as herein specifically provided, and that Escrowee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be bound by any modification to this Escrow agreement, unless the modification be in writing and signed by the parties hereto, and if the duties of the Escrowee herein are affected, unless Escrowee shall have given its prior written consent thereto.
Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties as are specifically set forth in this Escrow Agreement. Escrow Agent shall be under no implied obligation or subject to any implied liability hereunder. Escrow Agent shall incur no liability whatsoever except for its gross negligence or willful misconduct so long as it is acting in good faith. Escrow Agent shall not be required to take notice of any of the provisions of the Lease or any document or instrument executed in connection therewith, except as expressly set forth in this Escrow Agreement. The permissive right of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as a duty.
Duties of Escrow Agent. The duties of the Escrow Agent are limited to receiving, holding, accounting for and disbursing the monies and documents deposited with the Escrow Agent, pursuant to the terms of this Escrow Agreement. The parties to this Escrow Agreement expressly agree that the Escrow Agent has no duties, other than as expressly set out in this Escrow Agreement, and no implied duties or obligations shall be read into this Escrow Agreement. The duties of the Escrow Agent hereunder are strictly ministerial in nature. The Escrow Agent has not advised, and has no duty to advise, any party of the sufficiency, validity, or legality of any of the documents deposited pursuant to this Escrow Agreement.
Duties of Escrow Agent. The Escrow Agent shall not be obligated to accept any notice, make any delivery, or take any other action under this Agreement unless the notice or request or demand for delivery or other action is in writing and given or made by the Managing General Partner or an authorized officer of the Managing General Partner. In no event shall the Escrow Agent be obligated to accept any notice, request, or demand from anyone other than the Managing General Partner. Upon or before the execution of this Agreement, the Managing General Partner shall deliver to the Escrow Agent an authorized signers list in the attached form of Appendix III to this Agreement, which is hereby incorporated herein and made a part of this Agreement, and the Dealer-Manager shall deliver to the Escrow Agent an authorized signers list in the attached form of Appendix IV, which is hereby incorporated herein and made a part of this Agreement.
