Escrow Agent's Responsibility. The parties agree to provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement and the Escrow Agent may rely upon any representation so made. Nothing contained in this Agreement shall be construed to impose on the Escrow Agent the duties of trustee for any party hereto or to impose on the Escrow Agent any duties or obligations other than those for which there is an express provision herein. For all purposes connected herewith the Escrow Agent shall be entitled to assume that the parties hereto are fully authorized and empowered, without affecting the rights of any third parties, to appoint the Escrow Agent as the Escrow Agent in accordance with the terms and provisions hereof.
Escrow Agent's Responsibility. (a) The Escrow Agent's sole responsibility shall be for the safekeeping of the Escrow Fund, the establishment and maintenance of subaccounts pursuant to Section 4, the investment of the Escrow Fund pursuant to Section 5, the providing of loans as provided in Section 8, the disbursement thereof in accordance with Section 9 and such other duties and obligations expressly set forth in this Agreement. The Escrow Agent shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Fund, this Agreement, the Merger Agreement, the Warrant Exchange Agreement or any other agreement between or among any or all of the parties hereto (other than the Escrow Agent) or to which any such party is a party or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement). The Escrow Agent may act upon any written instruction or other instrument which the Escrow Agent in good faith believes to be genuine and to be signed and sent by the proper Persons. The Escrow Agent shall not be required to take any action until such time as it has received written instructions as provided above and any tax or other information or documents reasonably requested by it. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial liability (other than as expressly set forth herein) in the performance of its duties hereunder. The Escrow Agent shall not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Escrow Agreement or for anything which the Escrow Agent may do or refrain from doing in connection herewith unless the Escrow Agent is guilty of gross negligence, bad faith or willful misconduct. The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility unless such unavailability is the result of the Escrow Agent's willful misconduct, bad faith or gross negligence). The Escrow Agent may from time to time consult with legal counsel of its own choice f...
Escrow Agent's Responsibility. The Escrow Agent is acting only as escrowee responsible for holding the Deposit in accordance with the provisions of this Agreement. If there is a dispute between the parties relating to the Deposit, then the Escrow Agent shall either (a) continue to hold the Deposit until directed otherwise by notice of both Seller and Buyer or court order or (b) deliver the Deposit into court. Neither the Escrow Agent, nor any firm of which the Escrow Agent is a member, shall, by virtue of so acting, be disqualified from representing any party to this Agreement whether in the event of litigation or otherwise.
Escrow Agent's Responsibility. 3.1. Upon disbursement of all or any portion of the Funds in accordance with this Agreement, Escrow Agent shall have no further responsibility with respect to the amounts so disbursed. In this regard, it is expressly agreed and understood that in no event shall the aggregate amount of disbursements from the Escrow Account by Escrow Agent exceed the amounts deposited by Company in the Escrow Account plus accrued interest, as provided herein.
Escrow Agent's Responsibility. The parties agree to provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement and the Escrow Agent may rely upon any representation so made. Nothing contained in this Agreement shall constitute the Escrow Agent as trustee for any party hereto or impose on the Escrow Agent any duties or obligations other than those for which there is an express provision herein. Except as provided herein, the Escrow Agent shall have no responsibility or liability for delivery of the Escrow Amount. For all purposes connected herewith the Escrow Agent shall be entitled to assume that the parties hereto are exclusively entitled to their share of the Escrow Amount in accordance with this Agreement and are fully authorized and empowered, without affecting the rights of any third parties, to appoint the Escrow Agent as the Escrow Agent in accordance with the terms and provisions hereof. The Escrow Agent shall be obliged to render statements of account only with respect to the Escrow Amount deposited to the parties referred to herein and the Escrow Agent shall not be under any obligation to render any statements of account to any third parties unless the Escrow Agent so consents in writing. The Issuer will not make any reference to California Bank and Trust in connection with the Offering except with respect to its role as Escrow Agent hereunder; and in no event will the Issuer state or imply that Escrow Agent has investigated or endorsed the Offering in any manner whatsoever.
Escrow Agent's Responsibility. Escrow Agent shall not be responsible or liable for the sufficiency or accuracy of the form, execution, validity or genuineness of documents, instruments or securities now or hereafter deposited in the Account, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein. Registered ownership of or other legal title to Assets deposited in the Account shall be maintained in the name of Escrow Agent, or its nominee, only if expressly provided in Schedule I. Escrow Agent may maintain qualifying Assets in a Federal Reserve Bank or in any registered clearing agency (including, without limitation, the Depository Trust Company) as Escrow Agent may select, and may register such deposited Assets in the name of Escrow Agent or its agent or nominee on the records of such Federal Reserve Bank or such registered clearing agency or a nominee of either. Escrow Agent shall not be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement or this Master Escrow Agreement. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be responsible for any calculation of retainage amounts.
Escrow Agent's Responsibility. The parties agree to provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement and the Escrow Agent may rely upon any representation so made. In performing any of its duties hereunder the Escrow Agent may not be held to take notice of any terms of any agreement or rights with respect thereto unless specifically stated herein. The Issuer hereby agrees to indemnify and hold harmless the Escrow Agent against any and all claims, losses, damages, liabilities, costs and expenses, including litigation arising hereunder, which might be imposed or incurred for any acts or omissions of the Escrow Agent, except for acts or omissions of the Escrow Agent that involved gross negligence or willful misconduct.
Escrow Agent's Responsibility. The parties agree to provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement and the Escrow Agent may rely upon any representation so made. Nothing contained in this Agreement shall constitute the Escrow Agent as trustee for any party hereto or impose on the Escrow Agent any duties or obligations other than those for which there is an express provision herein. Except as provided herein, the Escrow Agent shall have no responsibility or liability for delivery of the Milestone Shares to Trilogy. For all purposes connected herewith the Escrow Agent shall be entitled to assume that the parties hereto are fully authorized and empowered, without obtaining the rights of any third parties, to appoint the Escrow Agent as the Escrow Agent in accordance with the terms and provisions hereof.
Escrow Agent's Responsibility. Escrow Agent's sole responsibility will be for the safekeeping of the Earn-out Shares and the disbursement thereof in accordance with this Agreement, and Escrow Agent will not be required to take any other action with reference to any matters which might arise in connection with the Earn-out Shares or this Agreement. Escrow Agent shall not be required to take notice of the Purchase Agreement and shall have no duty or responsibility to take any action pursuant to the terms thereof. Escrow Agent may act upon any written instruction or other instrument which Escrow Agent in good faith believes to be genuine and what it purports to be. Escrow Agent will not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Agreement or for anything which Escrow Agent may do or refrain from doing in connection herewith unless Escrow Agent is guilty of gross negligence or willful misconduct. Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the advice of such counsel. Escrow Agent has no duty to determine or inquire into the occurrence of any event or the performance or failure of performance of any of the parties hereto with respect to any agreements or arrangements with each other or with any other party or parties.
Escrow Agent's Responsibility. If any dispute should arise with respect to the payment and/or ownership or right of possession of the Escrow Fund, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, all or any portion of the Escrow Fund until such dispute shall have been settled either by agreement of the parties concerned or by a Final Decree, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings.
