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

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer or Broker in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s release from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties heretoParties with respect to the subject matter thereof, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the among Escrow Agent, Broker Depositor and the Issuer Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties Parties hereto and makes specific reference to this Agreement. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrowed Property in accordance with the terms of this Agreement. Escrow Agent has no fiduciary duties of any kind. Escrow Agent may rely in good faith upon any written instructions reasonably believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity validity, truth and/or accuracy of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer either Depositor or Broker Secured Party in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional outside counsel regarding the construction or performance of this Agreement, or relating to any dispute involving any party hereto, which professionals outside counsel shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in good faith in accordance with the opinion or advice of such outside counsel. Depositor shall promptly pay, upon demand, the reasonable and documented fees and expenses of any such outside counsel. Notwithstanding the foregoing, should Escrow Agent become uncertain as to its duties under this Agreement, it shall be permitted to (a) immediately suspend the performance of any obligations (including, without limitation, any disbursement obligations) under this Agreement until such uncertainty shall be resolved to immediately abstain from further action the sole satisfaction of Escrow Agent or until such duties are expressly defined in a joint writing by the parties heretoParties, and shall only be required to protect and keep the Escrow Funds Escrowed Property in their current investment(s) until such time as a written agreement among the parties Parties is executed or a court of competent jurisdiction shall render an a final order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or any other appropriate actionmethod) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions regarding with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay all Escrow Funds into such court court, for holding and dispositiondisposition in accordance with the instructions of such court, all Escrowed Property, and the Escrow Agent shall be entitled to payment by Depositor of all reasonable and documented fees and expenses (including court costs and reasonable and documented external attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Depositor, Secured Party, their respective shareholders or members, as applicable, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrowed Property or any delay in or with respect to any other action required or requested of Escrow Agent. Upon release and disbursement of Escrow Funds to a court as provided in the preceding sentence or Escrowed Property as set forth in “Exhibit A A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to each of the other parties to this AgreementParties, setting forth in such notice the date of release of the Escrow FundsEscrowed Property, the party to whom released, the Escrowed Property were disbursed and the amount released and a statement setting forth disbursed, such notification to be in the form of Escrow Agent’s final monthly statement. Upon the release and disbursement of the Escrowed Property and the delivery of the above referenced notification, Escrow Agent shall be released from further any and all duties and obligations to any other party with respect to this AgreementAgreement and each of the Parties hereto.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker the Depositor and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the either Depositor or Issuer or Broker in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A "A" hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s 's release from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer or Broker in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) uninvested until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s release from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker the Depositor and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the either Depositor or Issuer or Broker in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A “A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s release from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker the Depositor and the Issuer Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from either the Issuer Depositor or Broker the Secured Party in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and to pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A “A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released and the amount released, such notification to be in the amount released and a statement setting forth form of the Escrow Agent’s final monthly statement. Upon the release of the Collateral and the above referenced notification, the Escrow Agent shall be released from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the The Escrow Agent shall only be required to perform the duties expressly described herein, and no . No further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker the Depositor and the Issuer Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from either the Issuer Depositor or Broker the Secured Party in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in a writing signed by all of the parties hereto, and shall only be required to protect and keep the Escrow Funds Fund in their its current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of the Escrow Funds to a court as provided in the preceding sentence or Fund as set forth in Exhibit A hereto, the Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow FundsFund, the party to whom released and the amount released, such notification to be in the amount released and a statement setting forth form of the Escrow Agent’s release 's final monthly statement. Upon the above referenced notification, the Escrow Agent shall be released from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker Boustead and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties party(ies) and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer or Broker Boustead in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s release from further obligations to any other party to this Agreement.

Rights and Duties of Escrow Agent. a. This Agreement shall represent represents the entire understanding of the parties heretoParties, and the Escrow Agent shall Bank is only be required to perform the duties expressly described hereinin this Agreement, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow AgentBank, Broker Royalton and the Issuer Intermediary made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreementboth Parties. The Escrow Agent Bank may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party person or parties entity and shall does not have a any duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall Bank is not be required to solicit funds from the Issuer or Broker Intermediary in connection with this Agreement. The Escrow Agent shall be Bank is permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, attorneys and shall be is allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow AgentBank. Should the Escrow Agent Bank receive conflicting directions or become uncertain as to its duties under this Agreement, it shall Escrow Bank will be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties heretoParties, and shall will only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among between the parties Parties is executed or a court of competent jurisdiction shall render renders an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all of the Escrow Funds into such court for holding and disposition. Upon release of the Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A heretosentence, Escrow Agent Bank shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this AgreementIntermediary, setting forth in such notice the date of release of the Escrow Funds, the party person or entity to whom released, the amount released and a statement setting forth Escrow AgentBank’s release from further obligations to any other party to this Agreementthe Intermediary.

Rights and Duties of Escrow Agent. This Agreement shall represent represents the entire understanding of the parties heretoParties, and the Escrow Agent shall is only be required to perform the duties expressly described hereinin this Agreement, and no further duties shall be are implied from this Agreement or any other written or oral agreement by and between among the Escrow Agent, Broker and the Issuer Parties made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties Parties and makes specific reference to this Agreement in accordance with Section 19. Escrow Agent’s sole responsibilities are the safekeeping and disbursement of the Escrow Proceeds in accordance with the terms and conditions of this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall is not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Escrow Issuer or Broker in connection with this Agreement. The Escrow Agent shall be is permitted to execute any and all powers under this Agreement directly or through its Escrow Agent’s agents and/or attorneys, and shall be is allowed to seek counsel from any professional regarding the construction or performance of this Agreement, which professionals shall be or relating to any dispute between any of the Parties, from any attorney selected at in the sole reasonable discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions will have no liability and Escrow Issuer shall fully indemnify Escrow Agent from any liability whatsoever in acting in accordance with the opinion or become instruction of such attorney. Escrow Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such attorney. Notwithstanding the foregoing, if Escrow Agent becomes uncertain as to its Escrow Agent’s duties under this Agreement, it shall be then Escrow Agent is permitted to (a) immediately suspend the performance of any obligations (including any disbursement obligations) under this Agreement until such uncertainty is resolved to immediately abstain from further action the reasonable satisfaction of Escrow Agent or until such duties are expressly defined in a writing by the parties heretoEscrow Issuer, and shall is only be required to protect and keep the Escrow Funds Proceeds in their current investment(s) investment until such time as such a written agreement among the parties writing is executed or a court of competent jurisdiction shall render renders an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or any other appropriate actionmethod) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions regarding with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay all Escrow Funds into such court court, for holding and dispositiondisposition in accordance with the instructions of such court, all Escrow Proceeds, after payment to Escrow Agent of all amounts (including court costs and reasonable attorneys’ fees) due and owing to Escrow Agent pursuant to Section 13 of this Agreement. Escrow Agent will have no liability to Escrow Issuer, its shareholders or members, as applicable, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that arises, or is alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Proceeds or any delay in or with respect to any other action required or requested of Escrow Agent, if such action is taken in accordance with the immediately preceding sentence, unless such liability is finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of Escrow Agent. Upon release and disbursement of the Escrow Funds to a court as provided Proceeds in the preceding sentence or as set forth in Exhibit A heretoaccordance with Section 5, Escrow Agent shall will be fully released from any and all further obligationsobligations with respect to this Agreement, except for the provision of written notice to each of the other parties to this AgreementParties, setting forth in such notice the date of release of the Escrow FundsProceeds, the party Party to whom releasedthe Escrow Proceeds were disbursed, and the amount released and a statement setting forth disbursed, such notification to be in the form of Escrow Agent’s release from further obligations to any other party to this Agreementfinal monthly statement.

Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties heretoParties, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker ExOne and the Issuer Secured Party made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties Parties hereto and makes specific reference to this Agreement. The Escrow Agent's sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity validity, truth and/or accuracy of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer either ExOne or Broker Secured Party in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the construction or performance of this Agreement, or relating to any dispute involving any party hereto, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such professionals. ExOne shall promptly pay, upon demand, the reasonable fees and expenses of any such professionals. Notwithstanding the foregoing, should Escrow Agent become uncertain as to its duties under this Agreement, it shall be permitted to (a) immediately suspend the performance of any obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved to immediately abstain from further action the sole satisfaction of Escrow Agent or until such duties are expressly defined in a joint writing by the parties heretoParties, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties Parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or any other appropriate actionmethod) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions regarding with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay all Escrow Funds into such court court, for holding and dispositiondisposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to ExOne, Secured Party, their respective shareholders or members, as applicable, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent. Upon release and disbursement of the Escrow Funds to a court as provided in the preceding sentence or as set forth in “Exhibit A A” hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to each of the other parties to this AgreementParties, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the Escrow Funds were disbursed and the amount released and a statement setting forth disbursed, such notification to be in the form of Escrow Agent’s final monthly statement. Upon the release and disbursement of the Escrow Funds and the delivery of the above referenced notification, Escrow Agent shall be released from further any and all duties and obligations to any other party with respect to this AgreementAgreement and each of the Parties hereto.