Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability for any error of judgment, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defense.
Obligations of Escrow Agent. Escrow Agent shall safekeep the Deposit in a security vault and exercise the same high standard of care to protect the Deposit which Escrow Agent would use to protect items of this nature which Escrow Agent might own, but in no event less than that standard of care customary in the industry.
Obligations of Escrow Agent. The Escrow Agent shall be under no obligation to institute or defend any actions, suits or legal proceedings in connection herewith or take any other action likely to involve it in expense unless first indemnified to its reasonable satisfaction.
Obligations of Escrow Agent. Escrow Agent shall be obligated only for --------------------------- the performance of such duties as are specifically set forth in this Agreement, and no additional duties shall be inferred herefrom or implied hereby. The Escrow Agent may rely and shall be protected in acting or refraining from acting on any instrument believed by it to be genuine and to have been signed or presented by the proper party or parties.
Obligations of Escrow Agent. The provisions of this Article 6 are intended to define the rights and obligations of VMI, on the one hand, and the Investors on the other, and except as set forth in Article 3 hereof, the Escrow Agent shall have no obligations whatsoever to make any determinations under this Article 6 and shall follow the instructions of the VMI and the Investors as set forth in Article 3 hereof.
Obligations of Escrow Agent. The Escrow Agent shall have no duty or obligation to collect any amounts at any time due in respect of the Purchase Agreement, and shall not be responsible for any defaults thereunder. It is further agreed that should a controversy arise before, during or after the term of this Agreement, with respect to this Agreement or the right of any of the parties hereto or of any third person or any money or property deposited herein or affected hereby, the parties expressly agree and consent that Escrow Agent shall have the right to do either or both of the following:
(a) Withhold further performance of this Agreement on its part until such controversy is resolved to the satisfaction of Escrow Agent, or
(b) Commence or defend any action or proceeding for the determination of such controversy. Except for usual and customary fees of the Escrow Agent (as provided in Section 7 below), the Seller and Shareholders, jointly and severally on the one hand, and the Buyer on the other hand, each agree to pay one-half of all costs, damages, judgments, and expenses, including a reasonable attorney's fee, suffered or incurred by Escrow Agent in connection with or arising out of this Agreement, including, but without limiting the generality of the foregoing any suit or proceeding for or in the nature of interpleader brought by or against Escrow Agent. In the event of any such action or proceeding, Escrow Agent shall be entitled to deliver all funds and other property held by it into the appropriate court and shall thereupon be released and discharged from all obligations and liabilities created by this Agreement.
Obligations of Escrow Agent. The Escrow Agent acknowledges that the --------------------------- Escrow Materials contain confidential and proprietary information of Therma-Wave and Applied. Accordingly, except as otherwise expressly provided in this Agreement, the Escrow Agent will not disclose, provide, or otherwise make available to any third party the Escrow Materials without the prior written consent of Therma-Wave and Applied. The Escrow Agent will be responsible for the acceptance, storage, and delivery of the Escrow Materials in accordance with the terms of this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations. Except as provided in Paragraph 4 (Storage of Materials; Inspection), the Escrow Agent ----------- will have no obligation or responsibility (a) to verify that the Escrow Materials deposited with the Escrow Agent by Therma-Wave do, in fact, consist of those items that Therma-Wave is obligated to deliver under this Escrow Agreement or (b) to verify the existence, relevance, completeness, currency, or accuracy of the Escrow Materials. The Escrow Agent will be entitled to act in good faith reliance upon any written instruction, instrument, or signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, notice, advice, or written instruction in connection with, or relating to, this Escrow Agreement has been duly authorized to do so. If the Escrow Agent is, for any reason, uncertain of its obligation to deliver the Escrow Materials to Applied pursuant to Paragraph 8(a), it will -------------- deliver such materials to Applied and initiate a binding arbitration pursuant to Paragraph 13.1 (Arbitration) to resolve the uncertainty. If the arbitrator -------------- determines that the Escrow Materials should not have been delivered to Applied, Applied will return the original Escrow Materials to the Escrow Agent and certify in writing that it has destroyed any copies it made of such Escrow Materials. Except as expressly provided in this Escrow Agreement, the Escrow Agent agrees that it will not divulge or disclose or otherwise make available to any third party, or make any use whatsoever, of the Escrow Materials, or any information deposited with it by Therma-Wave in connection with this Escrow Agreement, without the express prior written consent of Therma-Wave.
Obligations of Escrow Agent. The Company acknowledges and agrees that the obligation of the Escrow Agent is to receive and hold the Escrowed Proceeds pursuant to the terms of this Agreement separately for each of the Subscribers.
Obligations of Escrow Agent. Escrow Agent shall have the following obligations hereunder:
3.1 Hold the Escrow Instruments in safe keeping and disburse the same as provided in this Agreement;
3.2 Disburse one certificate representing 40,500 shares of common stock of Oryx Technology Corp. with executed stock power attached to Company, quarterly, the first disbursement being made on February 1, 1999 and May 1, 1999. The final disbursement will be made on August 1, 1999 only upon notification by Shareholder to release said certificate.
Obligations of Escrow Agent. Buyer and Seller hereby acknowledge that Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein.
