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

Responsibilities and Duties of Escrow Agent. A. The Escrow Agent shall not incur any liability for following the instructions herein contained or provided for in any written instructions given jointly by the Representatives and Parent. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, shall fail to receive written instructions or shall receive instructions, claims or demands from any other Party that, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Parties or by a final order or judgment of a court of competent jurisdiction. B. The Escrow Agent may rely and shall be protected in acting or refraining from acting on any written notice, instruction or request furnished to it hereunder. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other material presented to or deposited with it nor any liability for any action taken, suffered or omitted in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper party or parties. C. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred on it by this Agreement. The Escrow Agent may consult with counsel of its choice, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the opinion of such counsel. D. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings that may be instituted against it by third parties with respect to the subject matter of this Agreement. If the Escrow Agent does elect to act it will do so only to the extent that it is indemnified to its satisfaction against the cost and expense of such defense or initiation. E. The duties and responsibilities of the Escrow Agent are those herein specifically provided and no other. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of the Indemnification Agreement or of any other agreement or instrument, other than this Agreement. Its duties are ministerial in nature and, the Escrow Agent shall not incur any liability whatsoever other than for its own willful misconduct or gross negligence.

Responsibilities and Duties of Escrow Agent. A. The It is agreed that Escrow Agent shall have no duties or responsibilities except those expressly set forth herein. Escrow Agent may consult with counsel and shall be fully protected with respect to any action taken or omitted by it in good faith on advice of counsel. Escrow Agent may rely on any certificate, statement, request, consent, agreement or other instrument which it reasonably believes to be genuine and to have been signed or presented by a proper person or persons. Escrow Agent will not be responsible for the sufficiency or accuracy of the form, execution or validity of any document delivered to it hereunder. Escrow Agent shall not incur be bound by any liability for following the instructions herein contained or provided for modification of this Escrow Agreement unless in any written instructions given jointly writing and signed by the Representatives and Parentother parties hereto and, if the duties of the Escrow Agent hereunder are affected, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, shall fail to receive written instructions hereunder or shall receive instructions, claims or demands instructions from any other Party thatparty hereto with respect to the Escrow Amount, which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be other than to keep safely all property held in escrow the Escrow Account and Deed until it shall be directed otherwise in writing by all of the other Parties parties hereto or by a final order or judgment of a court of competent jurisdictionan appropriate court. B. The Escrow Agent may rely and shall be protected in acting or refraining from acting on any written notice, instruction or request furnished to it hereunder. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other material presented to or deposited with it nor any liability for any action taken, suffered or omitted in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper party or parties. C. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred on it by this Agreement. The Escrow Agent may consult with counsel of its choice, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the opinion of such counsel. D. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings that may be instituted against it by third parties with respect to the subject matter of this Agreement. If the Escrow Agent does elect to act it will do so only to the extent that it is indemnified to its satisfaction against the cost and expense of such defense or initiation. E. The duties and responsibilities of the Escrow Agent are those herein specifically provided and no other. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of the Indemnification Agreement or of any other agreement or instrument, other than this Agreement. Its duties are ministerial in nature and, the Escrow Agent shall not incur any liability whatsoever other than for its own willful misconduct or gross negligence.

Responsibilities and Duties of Escrow Agent. A. 4.1 Rights, Duties, Liabilities and Immunities of Escrow Agent. The Escrow Agent shall not incur any liability for following the instructions herein contained or provided for in any written instructions given jointly by the Representatives duties and Parent. In the event that obligations of the Escrow Agent shall be uncertain as to its duties or rights hereunder, shall fail to receive written instructions or shall receive instructions, claims or demands from any other Party that, in its opinion, conflict with any of determined solely by the provisions of this Agreement, and the Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Agreement except for any documents referenced herein, it being specifically understood that the following provisions of this Article IV are accepted by all parties hereto. (a) The Escrow Agent shall be entitled to refrain from taking rely upon any action and its sole obligation shall be order, judgment, certificate, demand, notice, instrument, opinion or other writing delivered to keep safely all property held in escrow until it shall be directed otherwise in writing by all hereunder without being required to determine the authenticity or the correctness of any fact stated therein, any signature thereon or the propriety or validity of the other Parties or by a final order or judgment of a court of competent jurisdictionservice thereof (and claims made therein). B. (b) The Escrow Agent may rely and shall be protected act in acting reliance upon any instrument or refraining from acting on any written notice, instruction or request furnished to it hereunder. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other material presented to or deposited with it nor any liability for any action taken, suffered or omitted in accordance with any written instructions or certificates given to it hereunder and signature believed by it to be signed by genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the proper party or partiesprovisions hereof has been duly authorized to do so. C. (c) The Escrow Agent shall not be liable for any action error of judgment or for any act done or step taken or omitted by it in good faith and believed by or for any mistake of fact or law or for any thing which it may do or refrain from doing in connection herewith, except due to be authorized the Escrow Agent's own gross negligence or within the rights or powers conferred on it by this Agreement. willful misconduct. (d) The Escrow Agent may consult with and obtain advice from legal counsel (which may be in-house counsel) in the event of any question as to any of the provisions of this Agreement or its choiceduties hereunder, and the Escrow Agent shall not incur no liability and shall be liable for any action taken, suffered or omitted by it fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. Subject to the provisions of Section 4.3 hereof, the cost of such services shall be added to and shall become a part of the Escrow Agent's compensation hereunder. D. (e) The Escrow Agent shall not be required to institute legal proceedings of any kind have no duties except those expressly set forth herein, and shall not be required to initiate bound by any notice of a claim or defend any legal proceedings that may be instituted against it by third parties demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in a writing received by it, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent is not a party to and is not bound by the Merger Agreement, nor is it a party to or bound by or charged with notice of any other agreement (other than this Agreement) out of which the Escrow Stock might arise or to which they may relate. The Escrow Agent is not responsible for the recitals appearing in this Agreement. The recitals shall be deemed to be statements of the Acquiror and the Company. (g) In the event of any disagreement between any of the parties to this Agreement or between them or any one of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of this Agreement. If , or in the event the Escrow Agent does elect in good faith shall be in doubt as to act what action it will do so only to the extent that it is indemnified to its satisfaction against the cost and expense of such defense or initiation. E. The duties and responsibilities of should take hereunder, the Escrow Agent are those herein specifically provided and no other. The shall thereupon have the right (i) to refrain from complying with any claims or demands asserted on it as the Escrow Agent shall not have any liability under, or duty (ii) to inquire into, the terms and provisions of the Indemnification Agreement or of refuse to take any other agreement action hereunder, so long as such disagreement continues or instrumentexists, other than this Agreement. Its duties are ministerial and in nature andeither such event, the Escrow Agent shall not incur be or become liable in any liability way to any person for the Escrow Agent's failure to act, and the Escrow Agent shall be entitled to continue to refrain from acting, until the rights of all parties shall have been fully and finally resolved pursuant to the Dispute Resolution provisions set forth in Schedule B attached hereto and the Escrow Agent shall have been notified thereof by a writing signed by all such persons. The rights of the Escrow Agent under this subsection (g) are cumulative of all other rights which it may have by law or otherwise. The Escrow Agent may, but shall be under no duty whatsoever other than to, institute or defend any legal proceedings which relate to the Escrow Fund. (h) Acquiror hereby agrees to indemnify the Escrow Agent for its own officers, directors, employees and agents for, and hold them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Escrow Agent arising out of or gross negligencein connection with its entering into this Agreement and carrying out its duties hereunder, including costs and expenses of defending itself from any claims of liability with respect thereto. This Section 4.1(h) shall survive the termination of this Agreement and the resignation of the Escrow Agent. (i) The Dispute Resolution provisions set forth in Schedule B attached hereto are incorporated herein and shall apply hereto.