Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:
Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely administrative in nature, and that:
Rights, Duties and Responsibilities of Escrow Agent. The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial in nature. The parties hereto further agree that:
Rights, Duties and Responsibilities of Escrow Agent. (a) The Escrow Agent shall have the right to act in reliance upon any document, instrument, or signature believed by it to be genuine and to assume that any person purporting to give any notice in accordance with this Agreement or in connection with any transaction to which this Agreement relates has been duly authorized to do so. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice;
Rights, Duties and Responsibilities of Escrow Agent. (a) The parties hereto understand and agree that the duties of the Escrow Agent hereunder are purely ministerial in nature.
Rights, Duties and Responsibilities of Escrow Agent. 6.1 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to him pursuant to this Agreement without the necessity of his verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.
Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Investor Representative, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the selling agreement or any other agreement between the Investors and the Issuer nor shall the Escrow Agent be responsible for the performance by the Placement Agent or the Issuer of their respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Investors (or the Issuer) any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited by the Investors (or the Issuer) except as to the amount of such payments; however, the
Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, that the Escrow Agent will only be able to invest the escrowed funds in investments permissible under SEC Rule 15c2-4 and that:
Rights, Duties and Responsibilities of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity and it is further agreed by the Parties that the Escrow Agent’s only responsibility is to follow the signed written instructions received from Parent and the Securityholders’ Representative. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement (the “ Underlying Agreement ”) , nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Underlying Agreement , any schedule or exhibit attached to the Agreement, or any other agreement among the Parties, the Escrow Agent shall be entitled to rely conclusively on the terms and conditions of this Agreement. The Parties further agree that:
Rights, Duties and Responsibilities of Escrow Agent. The parties hereto acknowledge and recognize that the Escrow Agent has acted as counsel for the Issuer. The parties hereto covenant and agree that in performing any of its duties under this Agreement, the Escrow Agent shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Specifically, Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith with respect to any questions relating to the duties and responsibilities hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Escrow Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Escrow Agreement. Purchasers and Issuer hereby agree to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including without limitation, reasonable attorneys' fees and disbursements which may be imposed upon or incurred by the Escrow Agent in connection with its serving as Escrow Agent hereunder.
