Common use of Duties and Responsibilities of the Escrow Agent Clause in Contracts

Duties and Responsibilities of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and no other or further duties or responsibilities shall be implied. The Escrow Agent shall be under no obligation to refer to any documents between or among the parties related in any way to this Escrow Agreement. (b) The Escrow Agent's only obligations hereunder, and the only acts the Escrow Agent shall take hereunder, is to hold in escrow the Escrow Funds (including Interest), the ▇▇▇▇▇▇▇ Stock Certificates and the Huntingdon Stock Certificates (collectively, the "ESCROW ITEMS") and to release the Escrow Items only in accordance with Section 3 of this Agreement. The Escrow Agent may rely and shall be protected in acting upon the written instructions by the Company, ▇▇▇▇▇▇▇ and Huntingdon furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent's willful misconduct was the cause of any loss to the Company, ▇▇▇▇▇▇▇ or Huntingdon. The Escrow Agent may consult with counsel of its own choice and, at its option, may act as its own counsel in connection herewith.

Duties and Responsibilities of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and no other or further duties or responsibilities shall be implied. The Escrow Agent shall be under no obligation to refer to any documents between or among the parties related in any way to this Escrow Agreement. (b) The Escrow Agent's only obligations hereunder, and the only acts the Escrow Agent shall take hereunder, is to hold in escrow the Escrow Funds (including Interest), the Herrick Stock Certificates and the H▇▇▇▇▇▇▇ Stock Certificates and the Huntingdon ▇on Stock Certificates (collectively, the "ESCROW ITEMSEscrow Items") and to release the Escrow Items only in accordance with Section 3 of this Agreement. The Escrow Agent may rely and shall be protected in acting upon the written instructions by the Company, Herrick and Huntingdon furnished to ▇▇ ▇▇▇▇▇▇▇ and Huntingdon furnished to it hereunder under and believed by it to be genuine and to have been signed or presented by the proper party. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent's willful misconduct was the cause of any loss to the Company, ▇▇▇▇▇▇▇ Herrick or Huntingdon. The Escrow Agent may Ag▇▇▇ ▇▇▇ consult with counsel of its own choice and, at its option, may act as its own counsel in connection herewith.