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

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. 6.2 In the event that the Escrow Agent shall receive a Debtor Dispute Notice or a Secured Party Dispute Notice or otherwise be uncertain as to his duties or rights hereunder or shall receive instructions with respect to the disposition of the Funds and/or the Escrowed Documents that, in his sole determination, are in conflict either with other instructions received by him or with any provision of this Agreement, then, in such event, he shall be entitled to hold the Funds and/or the Escrowed Documents, as the case may be, pending the resolution of such uncertainty to his sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at his sole option, may deposit the Funds and/or the Escrowed Documents, as the case may be, with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Funds and/or the Escrowed Documents, as the case may be, with the Clerk of any court, the Escrow Agent shall be relieved of any and all further obligations and released from any and all liability hereunder. 6.3 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 him, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of his own choosing and shall not be liable for any action taken, suffered or omitted by him in accordance with the advice of such counsel.

Rights, Duties and Responsibilities of Escrow Agent. 6.1 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 Issuer, upon request from the Issuer, the balance of the Escrow Shares which have been deposited. 5.2. The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and the Purchaser or any other party nor shall the Escrow Agent be responsible for the performance by the Issuer or the Purchaser of their respective obligations under this Agreement or Exhibit A. 5.3. 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 the Escrow Agent pursuant to this Agreement without the necessity of his the Escrow Agency 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. 6.2 In the event that 5.4. If the Escrow Agent shall receive a Debtor Dispute Notice or a Secured Party Dispute Notice or otherwise be is uncertain as to his its duties or rights hereunder or shall receive instructions with respect to the disposition of the Funds and/or the Escrowed Documents thatdeposited Shares, which, in his its sole determination, are in conflict either with other instructions received by him or it, with any provision of this Agreement, thenor in real or potential conflict, in such eventfrom any act or requested act, he with any applicable law, rule or regulation, it shall be entitled to hold the Funds and/or the Escrowed Documents, as the case may be, deposited Shares pending the resolution of such uncertainty to his the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at his its sole option, may deposit the Funds and/or the Escrowed Documents, as the case may be, deposited Shares with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined, including but not limited to an action for interpleader. Upon the deposit by the Escrow Agent of the Funds and/or the Escrowed Documents, as the case may be, Shares with the Clerk of any court, the Escrow Agent shall be relieved of any and all further obligations and released from any and all liability hereunder. 6.3 5.5. 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 himit, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of his its own choosing and shall not be liable for any action taken, suffered or omitted by him it in accordance with the advice of such counsel. 5.6. The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the deposited Shares or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Shares or any part thereof.

Rights, Duties and Responsibilities of Escrow Agent. 6.1 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 Issuer, upon request from the Issuer, the balance of the Escrow Shares which have been deposited. 5.2. The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and the Purchaser or any other party nor shall the Escrow Agent be responsible for the performance by the Issuer or the Purchaser of their respective obligations under this Agreement or Exhibit A. 5.3. 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 the Escrow Agent pursuant to this Agreement without the necessity of his the Escrow Agency 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. 6.2 In the event that 5.4. If the Escrow Agent shall receive a Debtor Dispute Notice or a Secured Party Dispute Notice or otherwise be is uncertain as to his its duties or rights hereunder or shall receive instructions with respect to the disposition of the Funds and/or the Escrowed Documents thatdeposited Shares, which, in his its sole determination, are in conflict either with other instructions received by him or it, with any provision of this Agreement, thenor in real or potential conflict, in such eventfrom any act or requested act, he with any applicable law, rule or regulation, it shall be entitled to hold the Funds and/or the Escrowed Documents, as the case may be, deposited Shares pending the resolution of such uncertainty to his the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at his its sole option, may deposit the Funds and/or the Escrowed Documents, as the case may be, deposited Shares with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined, including but not limited to an action for interpleader. Upon the deposit by the Escrow Agent of the Funds and/or the Escrowed Documents, as the case may be, Shares with the Clerk of any court, the Escrow Agent shall be relieved of any and all further obligations and released from any and all liability hereunder.. SCHEDULE 1.5.b 6.3 5.5. 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 himit, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of his its own choosing and shall not be liable for any action taken, suffered or omitted by him it in accordance with the advice of such counsel. 5.6. The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the deposited Shares or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Shares or any part thereof.