Duties and Liabilities of the Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, fire, communication line failures, computer viruses, attacks or intrusions, power failures, and earthquakes or other disasters. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement. The Escrow Agent has no fiduciary or discretionary duties. The Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by the Company in any given year or to ensure that the Company deposits the proper amount in or for any given year. The Escrow Agent makes no representation as to the sufficiency of this Escrow Agreement for the purposes in which it is intended. This Escrow Agreement contemplates that disputes between the parties may be resolved by a court or other administrative forum of competent jurisdiction, including but not limited to Sections 5, 7, and 10 above. The Beneficiary States and Company agree that, after the Escrow Agent provides the Company and all applicable Beneficiary States with a copy and reasonable notice of the order, writ, judgment, or decree at issue to the addresses identified in Section 6 above, the Escrow Agent is authorized to comply with final orders, writs, judgments, and decrees issued by any court or administrative forum with respect to the fund held hereunder. The Escrow Agent may further rely upon the accuracy and completeness of documentation reasonably believed by it to be genuine and to have been signed or presented by the proper parties.
Duties and Liabilities of the Escrow Agent. (a) The Escrow Agent shall act hereunder as depository only, and it shall not be responsible or liable in any manner whatever for any determinations regarding the cancellation and forfeiture of the Escrow Shares to be made pursuant to Section 4 hereof. It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. Except as otherwise specifically provided in this Agreement, the Escrow Agent shall not have any liability under, nor duty to inquire into, the terms and provisions of any agreement or instrument, other than this Agreement. The duties of the Escrow Agent are ministerial in nature, and the Escrow Agent shall not incur any liability whatsoever other than for its own willful misconduct or gross negligence.
Duties and Liabilities of the Escrow Agent. (a) The duties, responsibilities and obligations of the Escrow Agent are purely ministerial in nature and shall be limited to those expressly set forth herein and no duties, responsibilities, covenants or obligations, fiduciary or otherwise, shall be inferred or implied, against the Escrow Agent by reason of this Agreement. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among the Company or to which the Company is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those expressly contained herein or Written Instructions delivered pursuant to this Agreement and in accordance with applicable requirements) from the Company or the Dealer Manager. The Escrow Agent shall be under no duty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement or the Prospectus in tendering to the Escrow Agent the Share Payments or in connection with any other matter or action or inaction of any nature.
Duties and Liabilities of the Escrow Agent. The acceptance by the Escrow Agent of the duties and obligations of the Escrow Agent under this Agreement is subject to the following terms and conditions:
Duties and Liabilities of the Escrow Agent. (1) Except as expressly contemplated by this Agreement or by written instructions from the Company, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Amount.
Duties and Liabilities of the Escrow Agent. (1) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent, in carrying out its duties and responsibilities hereunder, shall not be required to exercise any discretion or independent judgement, provided that it shall be required to act reasonably and in good faith.
Duties and Liabilities of the Escrow Agent. (a) The Escrow Agent shall act hereunder as depository only, and it shall not be responsible or liable in any manner whatsoever for any determinations regarding the cancellation and forfeiture of the Escrow Shares pursuant to Section 4 hereof. It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. Except as otherwise specifically provided in this Agreement, the Escrow Agent shall not have any liability under, nor duty to inquire into, the terms and provisions of any agreement or instrument, other than this Agreement. The duties of the Escrow Agent are ministerial in nature, and the Escrow Agent shall not incur any liability whatsoever other than for its own willful misconduct or gross negligence. Without limiting the generality of the foregoing, the Escrow Agent shall not have any duty or responsibility (i) to enforce or cause to be enforced any of the terms and conditions contained in the Merger Agreement or (ii) to verify the accuracy or sufficiency of any notice or other document received by it in connection with this Agreement.
Duties and Liabilities of the Escrow Agent. (a) The Escrow Agent hereby represents that it has the authority to enter into this Agreement and serve as the Escrow Agent in accordance with the terms of this Agreement. The Escrow Agent is acting hereunder as a depository only and without compensation, and not as the agent of any Party, and the Escrow Agent shall have no duties or responsibilities except those expressly set forth herein. The Escrow Agent shall have no liability hereunder except for its own bad faith, gross negligence or willful misconduct.
Duties and Liabilities of the Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities except those expressly set forth herein. The Escrow Agent 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 in act or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, willful misconduct or actions taken in bad faith. It may conclusively rely on any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it reasonably believes to be genuine and to have been signed or presented by a proper person or persons. The Purchaser and Alychlo shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule B hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. Furthermore, in the release instructions are given (other than in writing at the time of execution of this Stock Escrow Agreement) by means of Joint Written Instructions, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule C hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. The persons and telephone numbers designated for such call-backs may be changed only in a writing actually received by the Escrow Agent.
Duties and Liabilities of the Escrow Agent
