Escrow Agent Obligations. The obligations and duties of the ------------------------ Escrow Agent are confined to those specifically enumerated in this Agreement. The Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe the terms and conditions of the Recapitalization Agreement or any other instrument, whether or not now or hereafter deposited with or delivered to the Escrow Agent or referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency, or validity of any such instrument as to the identity, authority, or rights of the person or persons executing or delivering the same.
Escrow Agent Obligations. The obligations and duties of the Escrow Agent are confined to those specifically enumerated in this Agreement. The Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe the terms and conditions of any other instrument, whether or not now or hereafter deposited with or delivered to the Escrow Agent or referred to in this Agreement, nor shall the Escrow Agent be obliged to inquire as to the identity, authority, or rights of the person or persons executing or delivering the same.
Escrow Agent Obligations. The Escrow Agent’s sole obligation with respect to any distribution of Adjustment Escrow Shares to the Buyer Representative shall be to (i) deliver the certificate(s) representing such Adjustment Escrow Shares and any related stock transfer powers to the Buyer Representative or the designated stock transfer agent of Holdco or Buyer, as applicable, with appropriate instructions to issue a new certificate in the name of the party or parties entitled to such Adjustment Escrow Shares along with proper delivery instructions and (ii) instruct Buyer or Holdco or its designated stock transfer agent to issue a new certificate to be returned to the Escrow Agent for any undistributed Adjustment Escrow Shares. The Escrow Agent shall have no liability whatsoever for any error, mistake, delay or failure to act by the Buyer Representative or its designated unit transfer agent, including without limitation any error, mistake, delay or failure in the delivery of Adjustment Escrow Shares.
Escrow Agent Obligations. Except as otherwise provided in Section 2(a) hereof, the Escrow Agent’s sole obligation with respect to any distribution of the Aggregate Escrow Shares to Buyer or Parent shall be to (i) deliver the certificate (or certificates) representing such Aggregate Escrow Shares and any related stock powers to Buyer, Parent or its designated stock transfer agent with appropriate instructions to Parent to issue a new certificate in the name of the Party or Parties entitled to such Aggregate Escrow Shares along with proper delivery instructions and (ii) instruct Parent or its designated stock transfer agent to issue a new certificate to be returned to the Escrow Agent for any undistributed Aggregate Escrow Shares. The Escrow Agent shall not be liable for any error, mistake, delay or failure to act by Buyer, Parent or its designated stock transfer agent, including without limitation, any error, mistake, delay or failure in the delivery of the Aggregate Escrow Shares.
Escrow Agent Obligations. Except as otherwise provided in Section 2(b) hereof, the Escrow Agent's sole obligation with respect to any distribution of the Aggregate Indemnity Escrow Shares to the Purchaser and with respect to any distribution of the Aggregate First Tranche Shares to the Securityholders' Representative shall be to (i) deliver the certificate (or certificates) representing such Aggregate Indemnity Escrow Shares or Aggregate First Tranche Shares, as applicable, and any related Stock Powers to the Purchaser or its designated stock transfer agent with appropriate instructions to issue a new certificate (or certificates) in the name of the Party or Parties entitled to such Aggregate Indemnity Escrow Shares or Aggregate First Tranche Shares along with proper delivery instructions and (ii) instruct the Purchaser or its designated stock transfer agent to issue a new certificate (or certificates) to be returned to the Escrow Agent for any undistributed Aggregate Indemnity Escrow Shares or Aggregate First Tranche Shares (as the case may be). The Escrow Agent shall have no liability whatsoever for any error, mistake, delay or failure to act by the Purchaser or its designated stock transfer agent, including without limitation any error, mistake, delay or failure in the delivery of the Aggregate Indemnity Escrow Shares or the Aggregate First Tranche Shares.
Escrow Agent Obligations. The obligations and duties of the Escrow Agent are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe the terms and conditions of; any other instrument, whether or not now or hereafter deposited with or delivered to the Escrow Agent or referred to in this Escrow Agreement, nor shall the Escrow Agent be obliged to inquire as to the form, execution, sufficiency or validity of any such instrument or as to the identity, authority, or rights of the person or persons executing or delivering the same. The Escrow Agent shall not be a party to, or be bound by, any agreement between the Parties other than this Escrow Agreement whether or not a copy and/or original of such agreement is held as part of the Escrow Account or otherwise hereunder, and the Escrow Agent shall have no duty to know or inquire as to the performance of any provision of such agreement between the Parties.
Escrow Agent Obligations. The duties and obligations of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement, and the Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Agreement, it being specifically understood that the following provisions are accepted by all parties hereto.
Escrow Agent Obligations. The Escrow Agent shall hold, invest and release the Withheld Amounts and the Disputed Adjustments solely in accordance with the terms, conditions and provisions of this Adjustment Escrow Agreement.
Escrow Agent Obligations. The Escrow Agent shall hold, invest and release the Indemnity Bank Guaranty and any proceeds which may result from the exercise thereof (collectively, the “Escrow Amounts”) solely in accordance with this Indemnity Escrow Agreement.
Escrow Agent Obligations. Escrow Agent is not a party to, and is not bound by, or charged with notice of any agreement out of which the Escrow of the Deposit may arise, other than the Escrow provisions of this Agreement, to wit: this Section 17 in its entirety and Section 2 in its entirety. Escrow Agent shall hold all deposits in accordance with the terms and provisions of this Agreement and any other escrow agreement executed by Escrow Agent, Seller and Purchaser. Escrow Agent shall comply with all reporting requirements of Section 6045 of the Code and the regulations promulgated thereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent.
