Common use of Escrow Agent's Duties Clause in Contracts

Escrow Agent's Duties. Upon receipt of all of the Escrowed Documents and Funds, Escrow Agent shall perform the following ministerial acts: (i) Escrow Agent shall deliver, via Federal Express (next Business Day delivery service), the Issuance Documents to the Transfer Agent and instruct the Transfer Agent to cause (x) the Shares to be issued to the Purchasers in the denominations as set forth in the Purchase Agreement Schedule A, (y) prepare and issue separate Stock Certificates, each in the name of a Purchaser, with each such Stock Certificate evidencing the number of Shares that such Purchaser in whose name the Stock Certificate is issued has purchased and acquired under the Purchase Agreement as reflected on the Purchase Agreement Schedule A and (z) deliver such Stock Certificates (each, a “Deliverable Stock Certificate”) to the Escrow Agent as soon as reasonably possible thereafter. (ii) Upon receipt of all of the Deliverable Stock Certificates, Escrow Agent shall (x) deliver to each Purchaser (A) the Deliverable Stock Certificate in the name of such Purchaser and (B) the Deliverable Warrant Certificate in the name of the Purchaser, such deliveries to be made by means of forwarding such Deliverable Stock Certificate and Deliverable Warrant Certificate, via Federal Express (next Business Day delivery service), at the address of the Purchaser set forth on the Purchase Agreement Schedule A and (y) deliver to the Company, via wire transfer of immediately available funds, in accordance with the wire instructions set forth in Exhibit C to this Agreement, an amount equal to the aggregate of the Purchase Price of each Purchaser as previously delivered to the Escrow Agent in accordance with paragraph 2(b) of this Agreement.

Escrow Agent's Duties. Upon receipt of all of the Escrowed Documents and Funds, Escrow Agent shall perform have no implied duties under this Agreement, but only the following ministerial actsexpress duties set forth herein, and Seller and Purchaser hereby unequivocally and irrevocably authorize, direct, and empower Escrow Agent to act in accordance with this Section 4 as follows: (a) If: (i) Escrow Agent shall deliver, via Federal Express (next Business Day delivery service), the Issuance Documents to the Transfer Agent and instruct the Transfer Agent to cause (x) the Shares to be Purchaser issued to the Purchasers in the denominations as set forth in the Purchase Agreement Schedule A, (y) prepare and issue separate Stock Certificates, each in the name of a Purchaser, with each such Stock Certificate evidencing the number of Shares that such Purchaser in whose name the Stock Certificate is issued has purchased and acquired under the Purchase Agreement as reflected on the Purchase Agreement Schedule A and (z) deliver such Stock Certificates (each, a “Deliverable Stock Certificate”) an instruction to the Escrow Agent (with a copy to Seller), in the form attached hereto as soon as reasonably possible thereafter.Exhibit A, requesting the disbursement of one or more Option Share Increments (the “Purchaser’s Instructions”); (ii) Upon receipt of all of Purchaser delivers to Seller an executed proxy, in the Deliverable Stock Certificatesform attached hereto as Exhibit B, granting Seller full voting power over the shares underlying the Option Share Increment(s) requested to be purchased (with a copy to the Escrow Agent) (the “Proxy”); and (iii) Purchaser deposits into escrow the Aggregate Exercise Price, then the Escrow Agent shall shall, within three (x3) deliver to each Purchaser business days: (Ai) the Deliverable Stock Certificate in the name of such Purchaser and (B) the Deliverable Warrant Certificate in the name of the Purchaser, such deliveries to be made by means of forwarding such Deliverable Stock Certificate and Deliverable Warrant Certificate, via Federal Express (next Business Day delivery service), at the address of the Purchaser set forth on the Purchase Agreement Schedule A and (y) deliver Deliver instructions to the Company’s transfer agent to issue a stock certificate representing the aggregate number of shares underlying the Option Share Increment(s) set forth in Purchaser’s Instructions to Purchaser; and (ii) As soon as possible upon delivery of instructions to the Company’s transfer agent, disburse the Escrowed Funds to the Seller, together with all interest (if any) earned on the Escrowed Funds. Transfer of the Escrowed Funds to the Seller shall be made via wire transfer of immediately immediately-available fundsfunds to Seller’s account as provided to the Escrow Agent. (b) Purchaser shall issue the Purchaser’s Instructions in good faith. The Escrow Agent shall have no duty to verify the good faith nature of the Purchaser’s Instructions and shall be entitled to fully rely on the Purchaser’s Instructions. (c) If Seller disputes the terms of the Purchaser’s Instructions, Seller shall deliver written notice of such dispute to Escrow Agent (with copy to the Purchaser) (“Dispute Notice”). If Escrow Agent receives a Dispute Notice before the Termination Date, then notwithstanding the provisions of Sections 4(a) or 4(c), the Escrow Agent shall not release either the Escrowed Funds or the Option Share Increments until either (i) the rights of Purchaser and Seller to the Escrowed Funds and Option Share Increments have been fully and finally adjudicated by a court of competent jurisdiction in accordance Dallas County, Texas and Escrow Agent has been provided with a certified copy of such final order, judgment or other adjudication containing specific directions with respect to distribution of the wire instructions set forth Escrowed Funds and Option Share Increments, or (ii) all differences with respect to the Escrowed Funds and Option share Increments shall have been resolved by agreement among Purchaser and Seller, and Escrow Agent shall have been notified thereof in Exhibit C a writing (which writing will contain specific directions with respect to the distribution of the Escrowed Funds and Option Share Increments) signed by Purchaser and Seller. The writing evidencing subparts (i) or (ii) of this Section 4(c) is referred to herein as a “Final Determination”. (d) Each Party to this Agreement agrees to adhere to standards of good faith and fair dealing with respect to this Agreement, an amount equal the Escrowed Funds and the Option Share Increments and with respect to actions taken hereunder or pursuant hereto. (e) Any and all Purchaser’s Instructions shall constitute representations and warranties by the Purchaser as to the aggregate truth of the Purchase Price of each matters so instructed, and Purchaser as previously delivered shall have a duty to the Escrow Agent in accordance with paragraph 2(b) of this Agreementinvestigate prior to issuing any Purchaser’s Instructions.