Responsibility of Escrow Agent. (a) The Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document.
Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Escrow Agent's reliance on counsel shall be considered to be in good faith for purposes of this Escrow Agreement.
Responsibility of Escrow Agent. (a) The parties acknowledge and agree that the Escrow Agent acts hereunder as an escrow agent only.
Responsibility of Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the Parties hereby agree shall govern and control with respect to its rights, duties, liabilities, and immunities:
Responsibility of Escrow Agent. (a) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its reasonable discretion, refrain from taking any action, unless the Escrow Agent receives written instructions, signed by both Buyer and ACGL, which eliminates such ambiguity or uncertainty.
Responsibility of Escrow Agent. The Escrow Agent has no responsibility for testing and verification of the Escrow Materials except as specified in clause 7.3.
Responsibility of Escrow Agent. The Escrow Agent shall have no responsibility to provide any Claim Notice or Claim Response to the Stockholder Representative or Parent, respectively.
Responsibility of Escrow Agent. Escrow Agent shall hold the Deposit in escrow in the Escrow Account until the Closing or sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5
Responsibility of Escrow Agent. The Escrow Agent has made no representations or warranties in connection with this transaction and has not been involved in the negotiation of the terms of this agreement or any matters relative thereto. The Escrow Agent has no liability hereunder to either party other than to hold the stock and to deliver it under the terms thereof and to deliver any funds received to Roakx and Maximum or its assignee upon payment. The Escrow Agent may resign at any time by tendering the stock to a court of competent jurisdiction or to any successor escrow agent upon by all parties hereto. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities 3 arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Escrow.
Responsibility of Escrow Agent. (a) The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder. The Escrow Agent shall not be charged with the knowledge of any agreement, including the Purchase Agreement, other than this Escrow Agreement.
