Obligations of the Escrow Agent. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. Its duties are ministerial in nature, and the Escrow Agent shall not incur any liability whatsoever so long at it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility with respect to funds or other property held hereunder; and shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any property held by it hereunder, whether or not the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent may consult with counsel of its choice, including in-house counsel, 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 the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement which, in the Escrow Agent's opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the parties or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent may, in its sole discretion, deposit with the Clerk of any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by S...
Obligations of the Escrow Agent. (a) The Escrow Agent shall invoice each Legal Entity quarterly for authorized fees and expenses payable by such Legal Entity. Payments of reasonable fees and expenses pursuant to an invoice shall be due thirty (30) days from the date of each Legal Entity’s receipt of such invoice plus any required supporting documentation.
Obligations of the Escrow Agent. The Subscription Proceeds may be deposited by the Subscriber on behalf of certain Agents in the Escrow Account pursuant to the instructions in Exhibit A attached hereto. The Subscriber agrees that the Escrow Agent shall have no accountability or obligations to the Subscriber whatsoever, and acknowledges that the Escrow Agent is accountable only to the Company and certain Agents. The Subscriber agrees that when the Subscription Proceeds are deposited in the Escrow Account, the Escrow Agent’s only duty shall be to deliver the Subscription Proceeds to the Company or its designees, all solely according to payment instructions submitted jointly by the Company and certain Agents (the “Payment Instructions”), and the Escrow Agent shall require no further instructions from the Subscriber in delivering the same to the Company or its designees. In the event the Company rejects this subscription in whole or in part, the Escrow Agent shall return the Subscription Proceeds directly to the investor without interest or deduction there from. The proceeds of the Escrow Account shall be distributed in accordance with Section 1.5.
Obligations of the Escrow Agent. The Escrow Agent, by its execution of this Escrow Agreement agrees to faithfully perform and fulfill the terms of the escrow created hereby, pursuant to the terms, provisions and conditions hereof. The obligations of the Escrow Agent hereunder are performable at the offices of the Escrow Agent specified below.
Obligations of the Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are specifically set forth herein and shall not be bound in any way by any agreement or contract between Alpha1 and Bachem (whether or not the Escrow Agent has knowledge thereof). The Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely upon the advice of counsel (which may be of the Escrow Agent's own choosing). The Escrow Agent shall have no responsibility for the contents of any writing submitted to it hereunder and shall be entitled in good faith to rely without any liability upon the contents thereof and may assume that any person purporting to give any such writing in connection with the provisions of this Agreement has been duly authorized to do so.
Obligations of the Escrow Agent. 3.1. It is expressly agreed that the Escrow Amount shall be held and distributed by the Escrow Agent in accordance with the conditions set forth in articles 4 and 5 of the present Agreement. Party 1 cannot instruct the Escrow Agent with regard to the execution, administration or use of the Escrow Account, except with the prior written consent of Party 2.
Obligations of the Escrow Agent. 5.1 Notwithstanding anything to the contrary in this Agreement, the Escrow Agent agrees that it shall act only in the capacity of an escrow agent and in accordance with and under instructions provided in accordance with the terms of this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The duties of the Escrow Agent are purely administrative in nature. The Escrow Agent shall not be under any obligation to take any action under this Agreement that it expects will result in any expense to, or liability for, it, the payment of which is not, in its opinion, assured to it within a reasonable time. The Escrow Agent shall have no duty to enforce any obligation of any person, it being agreed by the Escrow Agent that it shall act in good faith, diligently and prudently while carrying out its duties as escrow agent in accordance with the terms of this Agreement.
Obligations of the Escrow Agent. 7.1.1 The Escrow Agent shall bear no liability regarding the content, authenticity, validity, correctness or form of the documents provided by the Vendor and/or the Purchaser according to the provisions of this Escrow Agreement or the compliance of such documents with the legal regulations or internal procedures of authorities.
Obligations of the Escrow Agent. Each party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including, without limitation, the Merger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder that might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility to inquire as to or to determine the genuineness, accuracy or validity thereof, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel.
Obligations of the Escrow Agent. It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The Escrow Agent's duties are ministerial in nature and the Escrow Agent shall not incur any liability whatsoever so long as it has acted in good faith except for gross negligence.
