Common use of Rights, Duties and Responsibilities of Escrow Agent Clause in Contracts

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: 3.1 The Escrow Agent shall notify the parties hereto of his receipt of the Shares. 3.2 The Escrow Agent shall not be responsible for the performance by the Company or the Investor of their respective obligations under this Agreement or the Registration Rights Agreement. 3.3 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Account which, in his sole determination, are in conflict either with any provision of this Agreement, he shall deposit the Shares with the court for the resolution of such dispute by final judgment of a court of competent jurisdiction or otherwise. 3.4 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 3.5 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amount or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Escrow Amount or any part thereof.