Escrow Agent's Duties. (i) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of Parent and the Shareholder Representative, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.
(ii) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person 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.
(iii) The Escrow Agent 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 this Agreement or any documents or papers deposited or called for hereunder.
(iv) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent.
(v) In performing any duties under the Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (A) any act or failure to act made or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be li...
Escrow Agent's Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth in the Escrow Agreement.
Escrow Agent's Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of Parent and the Securityholder Agent, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.
Escrow Agent's Duties. The Escrow Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof and shall not be in any manner liable or responsible for any loss or damage arising by reason of any act or omission to act by it hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretion in any particular manner or for any other reason, except for its gross negligence or willful neglect.
Escrow Agent's Duties. At the Closing, Escrow Agent shall: (i) record the Special Warranty Deed in the Official Real Property Records; (ii) disburse all funds in accordance with a settlement statement completed in accordance with this Agreement and approved by Buyer and Seller; (iii) deliver the Xxxx of Sale and 1445 Affidavit to Buyer; and (iv) do such other items requested by Buyer and Seller, in writing, consistent with this Agreement.
Escrow Agent's Duties. The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, nor required to inquire as to the performance of any obligation under, any other agreement between or among the Interested Parties (including the Underlying Agreement) or to which any Interested Party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any Interested Party or any entity acting on its behalf. The 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.
Escrow Agent's Duties. Upon receipt of all of the Escrowed Documents and Funds, Escrow Agent shall perform the following ministerial acts:
(i) Escrow Agent shall deliver, via Federal Express (next Business Day delivery service), the Issuance Documents to the Transfer Agent and instruct the Transfer Agent to cause (x) the Shares to be issued to the Purchasers in the denominations as set forth in the Purchase Agreement Schedule A, (y) prepare and issue separate Stock Certificates, each in the name of a Purchaser, with each such Stock Certificate evidencing the number of Shares that such Purchaser in whose name the Stock Certificate is issued has purchased and acquired under the Purchase Agreement as reflected on the Purchase Agreement Schedule A and (z) deliver such Stock Certificates (each, a “Deliverable Stock Certificate”) to the Escrow Agent as soon as reasonably possible thereafter.
(ii) Upon receipt of all of the Deliverable Stock Certificates, Escrow Agent shall (x) deliver to each Purchaser (A) the Deliverable Stock Certificate in the name of such Purchaser and (B) the Deliverable Warrant Certificate in the name of the Purchaser, such deliveries to be made by means of forwarding such Deliverable Stock Certificate and Deliverable Warrant Certificate, via Federal Express (next Business Day delivery service), at the address of the Purchaser set forth on the Purchase Agreement Schedule A and (y) deliver to the Company, via wire transfer of immediately available funds, in accordance with the wire instructions set forth in Exhibit C to this Agreement, an amount equal to the aggregate of the Purchase Price of each Purchaser as previously delivered to the Escrow Agent in accordance with paragraph 2(b) of this Agreement.
Escrow Agent's Duties. The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, nor required to inquire as to the performance of any obligation under, any other agreement of the Borrower (including the Underlying Agreement), even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from the Borrower or any entity acting on its behalf. The 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.
Escrow Agent's Duties. It is understood and agreed, further, that Escrow Agent shall:
(a) be under no duty to enforce or collect any payment from an Investor for the Offering;
(b) except as otherwise provided in this Agreement, be under no duty to accept funds or instructions for the payment of money from anyone other than Wefunder or to give any receipt therefore except to Wefunder;
(c) have no liability to Wefunder, any Investor, or the Company for following the terms and conditions of this Agreement or any written instructions given by Wefunder, or Wefunder and the Company, where joint written instructions from both Wefunder and the Company are required;
(d) have no responsibility or obligation to vet or otherwise determine the qualifications of any Investor. By allowing an Investor to invest money in the Company and directing an Investor to deposit the money into the Omnibus Account, Wefunder represents and warrants to Escrow Agent that it reasonably believes that the Investor is eligible to make such investment under Reg A of the Act;
(e) have no duty to solicit any payments that may be due to be deposited with Escrow Agent hereunder; and
(f) have no interaction with any Investor except as otherwise provided herein. All interactions with any Investor shall be by Wefunder or the Company.
Escrow Agent's Duties. (i) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of FV and the Agent, and may rely and shall be protected in relying or refraining
