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.
(b) The Escrow Agent shall not have any obligation to, nor shall it incur any liability for failing to, advance, use or risk, in any manner or for any purpose, its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. The provisions of this Section 6.01(b) shall survive the termination of this Escrow Agreement.
(c) Except as expressly contemplated by this Escrow Agreement, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Funds, except pursuant to an order of a court of competent jurisdiction.
(d) The duties, responsibilities and obligations of the Escrow Agent under this Escrow Agreement shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. Other than as contemplated herein, the Escrow Agent shall not be subject to, or required to comply with, any other agreement between the Legal Entities and the QI or to which a Legal Entity or the QI is a party, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from a Legal Entity or the QI or an entity or entities acting on their behalf.
(e) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Escrow Funds, the Escrow Agent shall, in the case of Escrow Funds of HVF, promptly notify the Trustee of such occurrence, in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, promptly notify the GE Collateral Agent of such occurrence, and, in any case, be authorized to comply therewith in any manner that it or legal counsel of its own choosing reasonably deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, it shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgm...
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, covenants and agrees to faithfully perform and fulfill the terms of the escrow created hereby, pursuant to the terms, provisions and conditions hereof. The parties hereto acknowledge, affirm and agree that the Escrow Agent shall act under this Escrow Agreement only as an escrow agent pursuant to the terms hereof and instructions given pursuant hereto, and shall have no duties or responsibilities except those expressly set forth herein.
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.
5.2 The Escrow Agent does not have any proprietary interest in the CopyTele Shares, the CopyTeleShare Certificates, or the Videocon GDRsand merely holds the same as an escrow agent on and subject to the terms of this Agreement. For the avoidance of doubt, the Escrow Agent holds no legal or beneficial title to any of the CopyTele Shares, the CopyTele Share Certificates or the Videocon GDRs (including but not limited to voting rights, transfer of title or distribution of dividends). The Escrow Agent simply provides a custodial function in relation to the same.
5.3 The Parties agree that the obligations of the Escrow Agent set out in this Agreement shall not be affected by any disputes or contentions between and amongst any of the other Parties, and that the Escrow Agent shall be entitled to carry out its obligations as set out herein regardless of any such disputes or contentions that may be raised.
Obligations of the Escrow Agent. The obligations between the Parties and the Escrow Agent are subject to the Escrow Agreement in substantial form as set forth in the draft as attached hereto in Annex E.
Obligations of the Escrow Agent. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall not be authorized to release to the Company the Purchase Price and to Buyer the certificate(s) (I/N/O Buyer or I/N/O Buyer's nominee) evidencing the Securities being purchased by Buyer unless the conditions set forth herein have been satisfied.
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. 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.
3.2. The Escrow Agent is obliged to perform only the duties expressly set forth herein. The Escrow Agent shall not be liable to either Party save for damage arising as a result of wilful misconduct or gross negligence on its part. The liability of the Escrow Agent shall not in any way result in an obligation to compensate any indirect loss of a financial, commercial or other nature.
3.3. The Escrow Agent acknowledges that the Escrow Account remains distinct and is not included in the consolidation of accounts (“eenheid van rekening/unicité de compte”). The Escrow Agent hereby waives its contractual right to set off any claim it may have against Party 1 or Party 2 against the Escrow Amount.
3.4. The Escrow Agent shall send [monthly] / [weekly] / [quarterly] statements in respect of the Escrow Account to Party 1 with a copy thereof to Party 2.
Obligations of the Escrow Agent. The Parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be deemed to be an agent of the Parties in any action that he shall take in his capacity as Escrow Agent. The duties of the Escrow Agent are only as herein specifically provided and are purely ministerial in nature. The Escrow Agent shall not be liable for any action or omission on his part unless such action or omission is as a result of his willful misconduct or gross negligence. The Escrow Agent shall not incur liability for acting upon any instruction, notice or receipt of document believed by him to be genuine and to have been made, signed. sent or presented by a Person authorized to perform such acts.
Obligations of the Escrow Agent
