Common use of Rights of Escrow Agent Clause in Contracts

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of 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 it may do or refrain from doing in connection herewith. The Issuer and the Securityholders shall not hold the Escrow Agent liable for any loss or injury to them; (d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and the Issuer and the Securityholders hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery of the Escrowed Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrowed Shares (or such part that is delivered); (f) The Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer and the Securityholders and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (j) The Escrow Agent is not a party to, and is not bound by, the Purchase Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer and the Securityholders, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Subject to the terms of this Agreement, Escrow Agent may act in reliance upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other party without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that such person has been properly authorized to do so. (b) Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and Escrow Agent shall incur no liabilities, and shall be fully protected, in acting in good faith in accordance with the opinion and instructions of such counsel. Sellers and Buyer, jointly and severally, agree to reimburse Escrow Agent on demand for such reasonable legal fees, disbursements and expenses. Sellers and Buyer agree that Sellers, jointly and severally on the one hand, and Buyer, on the other hand, shall each be liable for one-half of any such legal fees, disbursements and expenses required to be paid to Escrow Agent hereunder. (c) Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property. (d) Escrow Agent shall invest the property held in escrow in such a manner as directed herein, which may include deposits in Citibank and mutual funds advised, serviced or made, available by Citibank or its affiliates even though Citibank or its affiliates may receive a benefit or profit therefrom. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT NON-DEPOSIT INVESTMENT PRODUCTS ARE NOT OBLIGATIONS OF, OR GUARANTEED, BY CITIBANK/CITICORP OR ANY OF ITS AFFILIATES; ARE NOT FDIC INSURED; AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. ONLY DEPOSITS IN THE UNITED STATES ARE SUBJECT TO FDIC INSURANCE. (e) In the event of any disagreement between/among any of the parties to this agreement, or between/among them or either or any of them and any other person, resulting in adverse claims or demands being made in connection with the subject matter of the Escrow, or in the event that Escrow Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and Escrow Agent shall be entitled to act continue so to refrain from acting until (i) the rights of all parties shall have been fully and rely upon finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and shall not be liable for so acting all doubt resolved by agreement among all of the interested persons, and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (c) The Escrow Agent shall have no duties except those which are expressly set forth hereinbeen notified thereof in writing signed by all such persons. It is understood and agreed that In the event any such disagreement or doubt remains unresolved, Escrow Agent is not acting as a trustee or shall have the option, after thirty (30) days' notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any fiduciary capacity, that the duties claims and rights among themselves. The rights of the Escrow Agent hereunder under this paragraph are purely administrative in nature and it shall not be liable for any error cumulative of 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 all other rights which it may do have by law or refrain from doing in connection herewithotherwise. (f) All Earnings accrued on the Indemnity Fund hereunder shall be for the account of PenOp UK. The Issuer and the Securityholders PenOp UK shall not hold the provide to Escrow Agent liable an appropriate W-9 form for any loss tax for identification number certification or injury a W-8 form for non-resident alien certification. Escrow Agent shall be responsible only for income reporting to them;the Internal Revenue Service with respect to income earned on the escrowed property. (dg) Except for failure Subject to comply with the terms of this Agreement, in the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or event funds transfer instructions are given (other than in connection herewith for anything whatsoever and writing at the Issuer and the Securityholders hereby release the Escrow Agent from any actions, causes time of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery of the Escrowed Shares (or part thereof) in accordance with the provisions execution of this Agreement), the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrowed Shares (whether in writing, by telecopier or such part that is delivered); (f) The Escrow Agent shall not be bound by any notice of a claim or demand with respect theretootherwise, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer and the Securityholders and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (j) The Escrow Agent is not a party toauthorized to seek confirmation of such instructions by telephone call back to the person or persons designated in Attachment B annexed hereto, and Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. To assure accuracy of the instructions it receives, Escrow Agent may record such call backs. If Escrow Agent is unable to verify the instructions, or is not bound bysatisfied with the verification it receives, it will not execute the Purchase Agreement instruction until all issues have been resolved. The persons and telephone numbers for call backs may be changed only in writing actually received and acknowledged by Escrow Agent. The parties agree to notify Escrow Agent of any errors, delays or other problems within thirty (30) days after receiving notification that a transaction has been executed. If it is determined that the transaction was delayed or erroneously executed as a result of Escrow Agent's error, Escrow Agent's sole obligation is to pay or refund such amounts as may be required by applicable law. In no event shall not, by reason of signing this Agreement, assume any responsibility or liability Escrow Agent be responsible for any transaction incidental or agreement between consequential damages or expenses in connection with the Issuer and the Securityholdersinstruction. Any claim for interest payable will be at Escrow Agent's published savings account rate in effect in New York, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreementsNew York.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, act or for any act done or step taken or omitted omission by it unless such act or omission constitutes gross negligence or willful misconduct; in good faith, or for any mistake of fact or law, or for anything it may do or refrain from doing in connection herewith. The Issuer and the Securityholders no event shall not hold the Escrow Agent be liable to the Company or any third party for any special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or injury damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to themin writing between the Escrow Agent, the Company and the Trustee, and the Escrow Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement other than this Escrow Agreement; (c) shall not be obligated to take any action hereunder which might in the Escrow Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it; (d) Except for failure may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to comply with it and believed by it to be genuine and to have been signed or presented by the terms of this Agreementproper person or persons; provided that in relying, acting or refraining from acting in such manner, the Escrow Agent, its partners, associates, employees and agents Agent shall incur no liabilities hereunder not have acted with gross negligence or in connection herewith for anything whatsoever and the Issuer and the Securityholders hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwisewillful misconduct; (e) Upon may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon written or oral instructions from the Escrow Agent’s delivery Company, other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the Escrowed Shares (advice or part thereof) in accordance with opinion of such counsel, or any opinion of counsel to the provisions of this Agreement, Company provided to the Escrow Agent shall be automatically full and immediately released from all obligations under this Agreement complete authorization and protection in respect of any action taken, suffered or omitted to any party hereto and to any other person be taken by the Escrow Agent hereunder in accordance with respect to the Escrowed Shares (advice or opinion of such part that is delivered);counsel; and (fg) The may perform any duties hereunder either directly or by or through agents and attorneys; provided that the Escrow Agent shall not be bound by responsible for the misconduct or negligence on the part of any notice of a claim such agent or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received attorney appointed by it in writing and signed by the Issuer and the Securityholders and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to determining its duties, obligations or rights with due care hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (j) The Escrow Agent is not a party to, and is not bound by, the Purchase Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer and the Securityholders, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered by or on behalf of DWAC pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such noticeAgreement; (b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party DWAC or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of 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 it may do or refrain from doing in connection herewith. The Issuer and Subject to the Securityholders final sentence of Section 8(a), DWAC shall not hold the Escrow Agent liable for any loss or injury to themit; (d) Except for failure to comply with the terms of this AgreementAgreement and subject to the final sentence of Section 8(a), the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and the Issuer and the Securityholders DWAC hereby release releases the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery release of the Escrowed Disputed Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto DWAC and to any other person with respect to the Escrowed Shares (or such part that is delivered)Disputed Shares; (f) The Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer and the Securityholders DWAC and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to and/or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court the Court of competent jurisdiction Chancery with respect to its duties and obligations hereunder;; and (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (j) The Escrow Agent is not a party to, and is not bound by, the Purchase Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer and the Securityholders, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of 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 it may do or refrain from doing in connection herewith. The Issuer Purchaser and the Securityholders THC shall not hold the Escrow Agent liable for any loss or injury to them; (d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and the Issuer Purchaser and the Securityholders THC hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise; (e) Upon the Escrow Agent’s delivery of the Escrowed Escrow Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrowed Escrow Shares (or such part that is delivered); (f) The Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer Purchaser and the Securityholders THC and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (g) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (h) The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (i) The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (j) The Escrow Agent is not a party to, and is not bound by, the Purchase Agreement APA and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer Purchaser and the SecurityholdersTHC, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, written notice, request, waiver, consent, receipt, statutory declaration, certificate or other paper or document furnished to it and signed by an individual representing himself or herself as the Subscriber or an officer, director or employee or authorized agent of the Corporation or the Subscriber (where the Subscriber is not an individual), not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which the Escrow Agent believes to be genuine; (b) the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting upon and relying upon) any resolution, affidavit, direction, notice, declaration, certificate, waiver, consent, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire enquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (bc) The the Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party hereto or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (cd) The the Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacitycapacity but is acting as a depository only, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgmentjudgement, or for any act done or step taken or omitted by it in good faithit, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or fraud. The Issuer In the absence of gross negligence or fraud by the Escrow Agent, the Corporation and the Securityholders Subscriber shall not hold the Escrow Agent liable for any loss or injury to them; (de) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents Agent shall incur no liabilities hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or fraud and the Issuer Corporation and the Securityholders Subscriber hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise, other than those arising from its own gross negligence or fraud; (ef) Upon upon the Escrow Agent’s 's delivery and release of all the Escrowed Shares (or part thereof) Subscription Price in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Escrowed Shares (or such part that is delivered)Subscription Price; (fg) The the Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Issuer Corporation and the Securityholders Subscriber and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (gh) The the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging to or determining its it duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained; (hi) The the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (ij) The the duties and obligations of the Escrow Agent hereunder shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (jk) The the Escrow Agent is not a party to, and is not not, bound by, the Purchase Subscription Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Issuer Corporation and the SecurityholdersSubscriber, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.