Common use of Duties of Escrow Agent Clause in Contracts

Duties of Escrow Agent. It is agreed that the duties of Escrowee are only as herein specifically provided, and that Escrowee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be bound by any modification to this Escrow agreement, unless the modification be in writing and signed by the parties hereto, and if the duties of the Escrowee herein are affected, unless Escrowee shall have given its prior written consent thereto.

Duties of Escrow Agent. It is agreed that The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. In no event shall the Escrow Agent have any responsibility or liability for the accuracy of Escrowee are only as herein specifically provided, and that Escrowee the information set forth in any Release Notice or Reset Notice or for the determination of any calculation to be made for purposes of Section 4 of the Subscription Agreement or otherwise. The Escrow Agent shall not be personally liable for any error act the Escrow Agent may do or omit to do hereunder as Escrow Agent while acting in judgment or for good faith, and any act done or step taken or omitted by it in the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for . In no event shall the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not Escrow Agent incur any liability or be held responsible, if any certificate for acting upon or electronic transmission of Escrow Shares, once released from escrow hereunder, shall become lost, delayed, stolen, destroyed, mutilated or misplaced while in transit to any noticeperson, consent, waiver or document which appears to be signed provided the Escrow Agent shall have dispatched the same by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be bound by any modification to this Escrow agreement, unless the modification be in writing and signed a means customarily used by the parties hereto, and if the duties of the Escrowee herein are affected, unless Escrowee shall have given its prior written consent theretoEscrow Agent.

Duties of Escrow Agent. The Escrow Agent shall treat the Escrow Shares with such degree of care as it treats its own similar property. It is agreed that the duties of Escrowee the Escrow Agent are only such as are herein specifically provided, and that Escrowee the Escrow Agent shall not be liable for any error in judgment have no other duties, implied or for any act done otherwise. The Escrow Agent's duties are as a depository only, and the Escrow Agent shall incur no responsibility or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewithliability whatsoever, except for the bad faith, gross negligence or its willful misconduct or gross negligence. Except where the terms of Escrowee. Escrowee shall not be obligated to inquire as to this Agreement expressly refer thereto, the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee Escrow Agent shall not be bound in any way by any modification of the terms of the Merger Agreement or any other agreement to this which one or more of Coronation and Supreme are parties, whether or not the Escrow agreement, unless the modification be in writing and signed by the parties heretoAgent has knowledge thereof, and if the Escrow Agent shall not in any way be required to determine whether or not the Merger Agreement or any other agreement has been complied with by Coronation and Supreme or any other party thereto. In the event that the Escrow Agent shall be uncertain as to any of its duties or rights hereunder or shall receive instructions, claims or demands which, in its sole judgment, are in conflict with any of the Escrowee herein are affectedprovisions of this Agreement, unless Escrowee it shall have given its prior be entitled to refrain from taking any action other than to keep safely all Escrow Shares held in escrow until it shall be directed otherwise pursuant to a written consent theretonotice from and executed by Coronation, and the Escrow Agent shall not be responsible or liable for any damages while waiting for such written notice. This Agreement shall not create any fiduciary duty of the Escrow Agent to Coronation or any other person or entity whatsoever nor disqualify the Escrow Escrow Agent from representing any of such parties as transfer agent and/or registrar.

Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Sellers, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Sellers, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' ’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Sellers, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.

Duties of Escrow Agent. It is agreed that Escrow Agent shall have no liability or obligation with respect to the Escrow Amount except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping and delivery of the Escrow Amount in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties of Escrowee are only as herein specifically provided, or obligations and that Escrowee shall not be liable for charged with knowledge or notice of any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it circumstance not specifically set forth herein. Escrow Agent may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting rely upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreementinstrument, not only as to its due execution and execution, validity and the effectiveness of its provisionseffectiveness, but also as to the truth and accuracy of any information therein continuedcontained therein, which Escrowee Escrow Agent in good faith believes believe to be genuine genuine, to have been signed or presented by the person or parties purporting to sign the same and what it purports to beconform to the provisions of this Agreement. The parties heretoIn no event shall Escrow Agent be liable for incidental, jointly and severallyindirect, agree to indemnify and hold Escrowee harmless from and against any lossspecial, damage, claim consequential or expense, including reasonable attorneys' fees, resulting from this punitive damages. Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee Agent shall not be bound obligated to take any legal action or commence any proceeding in connection with the Escrow Amount, any account in which the Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any modification dispute or question as to this Escrow agreement, unless the modification be in writing and signed by construction of any of the parties heretoprovisions hereof or of any other agreement or of its duties hereunder, and if shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the duties opinion or instruction of such counsel. The Corporation shall promptly pay, upon demand, the Escrowee herein are affected, unless Escrowee shall have given its prior written consent theretoreasonable fees and expenses of any such counsel.

Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything any thing which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Seller, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Seller, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Seller, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.

Duties of Escrow Agent. It is agreed that the The duties of Escrowee the Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable incur no liability whatever except for any error willful misconduct or gross negligence as long as the Escrow Agent has acted in judgment or for good faith. The Seller and Buyer each release the Escrow Agent from any act done or step taken or omitted to be done by it the Escrow Agent in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing faith in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described its duties hereunder. Buyer and Seller hereby authorize the payment of said ▇▇▇▇▇▇▇ Money, with interest earned thereon, by the Escrow Agent in accordance with the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described terms and provisions set forth in this Agreement. In the event, not only however, that in the discretion of the Escrow Agent there exists some doubt as to its due execution and validity how or under what circumstances the ▇▇▇▇▇▇▇ Money or interest earned thereon shall be disbursed hereunder, and the effectiveness of its provisionsparties hereto are unable to agree and direct, but also in writing, as to whom or under what circumstances the truth of Escrow Agent shall disburse the same, Escrow Agent shall be entitled to interplead said ▇▇▇▇▇▇▇ Money and interest into the county wherein the Property is situate, without further liability or responsibility on its part. Costs, expenses and attorneys fees associated with any information therein continued, which Escrowee in good faith believes to such interpleader shall be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless deducted from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be bound by any modification to this Escrow agreement, unless the modification be in writing and signed by the parties hereto, and if the duties amount of the Escrowee herein are affected, unless Escrowee shall have given its prior written consent thereto▇▇▇▇▇▇▇ Money and interest earned thereon.

Duties of Escrow Agent. It is agreed that the duties of Escrowee Escrow Agent are only as herein specifically provided, and that Escrowee Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee Escrow Agent shall not incur any liability for acting upon any noticeNotice, consent, waiver or document which appears to be signed by an authorized person described in this AgreementBuyer and/or Seller, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continuedcontained, which Escrowee Escrow Agent in good faith believes to be genuine and what it purports to be. The parties heretoBuyer and Seller, jointly and severally, agree to indemnify and hold Escrowee Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys' ’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of EscroweeEscrow Agent. Escrowee Escrow Agent shall not be bound by any modification to this Escrow agreementAgreement, unless the modification shall be in writing and signed by the parties heretoBuyer and Seller, and and, if the duties of the Escrowee herein Escrow Agent hereunder are affected, unless Escrowee Escrow Agent shall have given its prior written consent thereto.

Duties of Escrow Agent. It is agreed that The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Escrow Agreement and the SEA, and the Escrow Agent shall have no duties other than the duties expressly imposed therein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall: (a) not be responsible to inquire into the authenticity or genuineness of Escrowee are only any signature or document presented to it pursuant to this Escrow 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; (b) not be responsible for any of the agreements contained herein except the performance of its duties as herein specifically providedexpressly set out herein; (c) be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Escrow Agreement, and that Escrowee shall not be liable for any error in judgment or for any act done or step action taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing faith in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrowee shall not incur any liability for acting upon any notice, consent, waiver or document which appears to be signed by an authorized person described in this Agreement, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein continued, which Escrowee in good faith believes to be genuine and what it purports to be. The parties hereto, jointly and severally, agree to indemnify and hold Escrowee harmless from and against any loss, damage, claim or expense, including reasonable attorneys' fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrowee. Escrowee shall accordance with such advice; and (d) not be bound by any modification to notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation or rescission of this Escrow agreementAgreement, unless the modification be in writing and signed by Orgenesis and the parties heretoSelling Shareholders' Representative and, and if the duties of the Escrowee herein Escrow Agent are affectedaffected thereby, unless Escrowee it shall have given its prior written consent thereto.