Common use of Miscellaneous Escrow Provisions Clause in Contracts

Miscellaneous Escrow Provisions. (a) Without limiting the Escrow Agent's rights under any other provision hereof, whenever the Escrow Agent should receive or become aware of any conflicting demands or claims with respect to this Agreement or the rights of any of the parties hereto or any property held hereunder, the Escrow Agent may without liability refrain from any action until the conflict has been resolved, or alternatively, may tender into the registry or custody of any court which the Escrow Agent determines to have jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, less a reasonable allowance for its legal fees and expenses, and thereupon be discharged from all further duties and liabilities under this Agreement. Any inaction or filing of proceedings pursuant to this section shall not deprive the Escrow Agent of its compensation during such inaction or prior filing. (b) Unless otherwise specifically indicated herein the Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to the usual collection agreement regarding items received by it for deposit or collection. The Escrow Agent shall have no duty (1) to collect from any party any money, securities or documents required to be deposited with it, (2) to notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, or (3) to take any legal action to enforce payment of any check, note or security deposited with it. In the case of physical securities registered as to principal, income or both, Escrow Agent shall not be required to reregister such securities into its name unless specifically requested to do so in writing by the parties. (c) Except as and if specifically provided herein concerning investments of cash, the Escrow Agent shall have no liability to pay interest on any money held pursuant to this Agreement. The Escrow Agent may use its own bond department or any affiliate of Escrow Agent in purchasing or selling securities. The Escrow Agent shall not be liable for any depreciation or change in the value of such documents or securities or any property evidenced thereby or for any losses incurred in liquidating securities or other property to satisfy a distribution request. All distributions provided for hereunder shall be made by the Escrow Agent from the Escrow Fund to the extent thereof, subject to deductions allowed to be made by Escrow Agent as provided elsewhere herein. (d) The Escrow Agent shall not be responsible for any recitals of fact in this Agreement, or for the sufficiency, form, execution, validity or genuineness of any documents or securities deposited under this Agreement or for any signature, endorsement or lack of endorsement thereon, or for the accuracy of any description therein, or for the identity, authority or rights of the persons executing or delivering the same or this Agreement. (e) Although the Escrow Agent may demand specific authorizations (including corporate resolutions, incumbency certificates and the like) or identification from a party or its representative prior to taking any action hereunder, no such demand shall constitute a waiver or deprive the Escrow Agent of the protections afforded by this paragraph. (f) The Escrow Agent shall not be responsible for any delays or failure to perform caused by circumstances reasonably beyond its control, including but not limited to to breaches by other parties of their obligations hereunder, delays by messengers or other independent contractors, mechanical or computer failures, malfunctioning or breakdowns in public utilities, securities exchanges, Federal Reserve Banks, or securities depositories; interference by governmental units; strikes, lockouts, or civil disobedience; fires or other casualties, acts of God or other similar occurrences. (g) This Agreement may be amended from time to time by written instrument executed by all the parties hereto.

Miscellaneous Escrow Provisions. (a) Without limiting The Escrow Agent shall be entitled to rely upon the truth and accuracy of any notice received from a Placement Agent, the Warrantholders, or the Company ("Parties") without any independent investigation or verification by Escrow Agent's rights under any other provision hereof, whenever the Escrow Agent should receive or become aware of any conflicting demands or claims with respect to this Agreement or the rights of any of the parties hereto or any property held hereunder, the Escrow Agent may without liability refrain from any action until the conflict has been resolved, or alternatively, may tender into the registry or custody of any court which the Escrow Agent determines to have jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, less a reasonable allowance for its legal fees and expenses, and thereupon be discharged from all further duties and liabilities under this Agreement. Any inaction or filing of proceedings pursuant to this section shall not deprive the Escrow Agent of its compensation during such inaction or prior filing. (b) Unless otherwise specifically indicated herein the Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to the usual collection agreement regarding items received by it for deposit or collection. The Escrow Agent shall have no duty (1) undertakes to collect from any party any money, securities or documents required perform only such duties as are expressly set forth to be deposited with it, performed by it hereunder. (2c) to notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, or (3) to take any legal action to enforce payment of any check, note or security deposited with it. In the case of physical securities registered as to principal, income or both, The Escrow Agent shall not be required liable to reregister such securities into any Party in connection with its name unless specifically requested to do so in writing by the parties. (c) Except performance as and if specifically provided herein concerning investments of cash, the Escrow Agent shall have no liability to pay interest on any money held pursuant to this Agreement. The Escrow Agent may use hereunder other than for its own bond department or any affiliate of Escrow Agent in purchasing or selling securitieswillful misconduct. The Escrow Agent shall not be liable to any Party for any depreciation or change in the value delays, timing and/or delivery of such documents or securities or any property evidenced thereby or its obligations herein, other than for any losses incurred in liquidating securities or other property to satisfy a distribution requestits willful misconduct. All distributions provided for hereunder shall be made by The Parties hereby jointly and severally indemnify and hold harmless the Escrow Agent from the Escrow Fund to the extent thereofany and all claims, subject to deductions allowed to be made by liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with this Agreement, and any actions of Escrow Agent as provided elsewhere hereinin connection therewith, other than Escrow Agent's willful misconduct. (d) Upon the distribution of all of the Warrants under the terms hereof, the Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of this Agreement. (e) The Escrow Agent shall not be responsible for disqualified from representing any recitals of fact party, its assigns or designees in this Agreement, or for the sufficiency, form, execution, validity or genuineness of any documents or securities deposited under this Agreement or for action between any signature, endorsement or lack of endorsement thereon, or for the accuracy of any description therein, or for the identity, authority or rights of the persons executing or delivering Parties hereto by the same or this Agreement. (e) Although reason of the fact that the Escrow Agent may demand specific authorizations (including corporate resolutions, incumbency certificates and the like) or identification from a party or its representative prior to taking any action is acting as an escrow agent hereunder, no such demand shall constitute a waiver or deprive the Escrow Agent of the protections afforded by this paragraph. (f) The Escrow Agent shall not be responsible for any delays or failure to perform caused by circumstances reasonably beyond its control, including but not limited to to breaches by other parties of their obligations hereunder, delays by messengers or other independent contractors, mechanical or computer failures, malfunctioning or breakdowns in public utilities, securities exchanges, Federal Reserve Banks, or securities depositories; interference by governmental units; strikes, lockouts, or civil disobedience; fires or other casualties, acts of God or other similar occurrences. (g) This Agreement may be amended from time to time by written instrument executed by all the parties hereto.