Common use of Escrow Agent Duties Clause in Contracts

Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreement, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described herein, or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard thereto, (iv) the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification.

Escrow Agent Duties. Each Interested Party and HK Bohai acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described hereinherein (including without limitation the Investment Agreement or the Merger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard theretothereto (except with respect to the Company and Offeror), (iv) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Aggregate Deposit or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder hereunder, which might in its judgment involve or cause it to incur any expense or liability liability, unless it shall have been furnished with acceptable indemnification.

Escrow Agent Duties. Each Interested Party and Parent acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described hereinherein (including without limitation the Investment Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard theretothereto (except with respect to the Company and Offeror), (iv) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Deposit or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder hereunder, which might in its judgment involve or cause it to incur any expense or liability liability, unless it shall have been furnished with acceptable indemnification.

Escrow Agent Duties. Each Interested Party and Parent acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described hereinherein (including without limitation the Investment Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard theretothereto (except with respect to the Company and Offeror), (iv) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Aggregate Deposit or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder hereunder, which might in its judgment involve or cause it to incur any expense or liability liability, unless it shall have been furnished with acceptable indemnification.

Escrow Agent Duties. Each The Interested Party acknowledges Parties acknowledge and agrees agree that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement the Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described hereinherein (including without limitation the Share Sale and Exchange Agreement and the Lock-Up Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of among Citibank and the parties Interested Parties with respect to the subject matter and supersedes all prior oral or written agreements with Citibank in regard thereto, (iv) the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, hereunder and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification.

Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be subject to or responsible for any of the other agreements referred to or described hereinherein (including without limitation the Indenture, or for determining or compelling compliance therewith), and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements in regard thereto, (iv) the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability for payments made pursuant to this Agreement or in the performance of any of its duties hereunderunder this Agreement, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder hereunder, which might in its judgment involve or cause it to incur any expense or liability liability, unless it shall have been furnished with acceptable indemnification, provided that the indemnification provided in Section 7(b) hereof shall constitute acceptable indemnification to the Escrow Agent.

Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreementimplied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described hereinherein (including without limitation the Merger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard thereto, (iv) the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder hereunder, which might in its judgment involve or cause it to incur any expense or liability liability, unless it shall have been furnished with acceptable indemnification, it being understood for purposes of this clause (v) that the indemnity provided pursuant to Section 6(b) is acceptable to the Escrow Agent, and (vi) the Escrow Agent shall have no duty or obligation to solicit any funds that are required to be deposited hereunder.