Provisions Regarding Escrow Agent. The following provisions --------------------------------- shall control with respect to the rights, duties and liabilities of the Escrow Agent:
Provisions Regarding Escrow Agent. It is understood and agreed that the duties of Escrow Agent are entirely ministerial, being limited to receiving certificates representing the Shares, and holding and releasing such certificates as directed in Joint Written Instructions in accordance with this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same.
Provisions Regarding Escrow Agent. (a) The Escrow Agent shall be obligated to act only as provided for in this Agreement or as otherwise provided in a writing signed by both Stonehouse and the WorldSpace Parties. The Escrow Agent is authorized to comply with any orders, judgments or decrees of any court of competent jurisdiction.
Provisions Regarding Escrow Agent. (a) The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent will not be subject to, or be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written notice, certificate or other instrument received by it pursuant to the provisions of this Agreement that it reasonably believes to be genuine. The Escrow Agent will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment or any act done or any step taken by it in good faith or for any mistake of fact or law or for anything that it might do or refrain from doing in connection with this Agreement, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund.
Provisions Regarding Escrow Agent. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience. Escrow Agent is not a party to and is not bound by any other agreement between the parties. Escrow Agent is acting in the capacity of a depository only. Escrow Agent shall not be deemed to be the agent of either of the parties and Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this agreement or involving gross negligence. The parties shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees and disbursements incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to acts or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this agreement or involving gross negligence on the part of Escrow Agent. Escrow Agent may consult with and obtain advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this agreement. Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of its counsel. If the Escrow Agent shall be uncertain of its duties or in the event of a dispute, Escrow Agent shall either continue to hold the Closing Documents until otherwise directed by joint written instructions signed by both Reliable and RWT or by a final judgment of a court of competent jurisdiction, or (ii) Escrow Agent may deposit the Closing Documents with a court of competent jurisdiction and, after giving written notice of such action to Seller and Purchaser, Escrow Agent shall have no further obligations or liability with respect to the Closing Documents. The parties each acknowledge and agree that, if a dispute arises with respect to the Closing Documents or otherwise in connection with this agreement, Escrow Agent may continue to represent RWT and WRM.
Provisions Regarding Escrow Agent. (i) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. Escrow Agent shall be fully protected in acting on or relying upon any written advise, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give advise, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so.
Provisions Regarding Escrow Agent. (a) All funds shall be held in an attorney IOLTA account without investment or accrual of interest. Disbursements shall be made to the parties upon receipt of a written directive executed by Seller and Purchaser containing joint instructions.
Provisions Regarding Escrow Agent. (i) The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties.
Provisions Regarding Escrow Agent. (i) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement.
Provisions Regarding Escrow Agent
