/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Escrow/0.md
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Duties of {_Escrow_Agent}
  1. {_Escrow_Agent} shall not be under any duty to give the {_Escrow_Fund} any greater degree of care than it gives its own similar property and shall not be required to invest any funds held under this {_Escrow_Agreement} except as directed in this {_Escrow_Agreement}. Uninvested funds held under this {_Escrow_Agreement} shall not earn or accrue interest.
  2. {_Escrow_Agent} shall not be liable for actions or omissions under this {_Escrow_Agreement}, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against {_Escrow_Agent}. The other parties shall jointly and severally indemnify and hold harmless {_Escrow_Agent} (and any successor {_Escrow_Agent}) from and against, and shall pay to {_Escrow_Agent} the amount of, and reimburse {_Escrow_Agent} for, any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this {_Escrow_Agreement}. Without limiting the foregoing, {_Escrow_Agent} shall in no event be liable in connection with its investment or reinvestment of any cash held by it in good faith in accordance with the terms of this {_Escrow_Agreement}, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the {_Escrow_Fund}, or any loss of interest incident to any such delays.
  3. {_Escrow_Agent} shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument, or other writing delivered to it pursuant to this {_Escrow_Agreement} without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. {_Escrow_Agent} may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give the receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. {_Escrow_Agent} may conclusively presume that the representative of any party to this {_Escrow_Agreement} has full power and authority to instruct {_Escrow_Agent} on behalf of that party unless written notice to the contrary is delivered to {_Escrow_Agent}.
  4. {_Escrow_Agent} may act pursuant to the advice of counsel with respect to any matter relating to this {_Escrow_Agreement} and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice.
  5. {_Escrow_Agent} does not have any interest in the {_Escrow_Fund} but is serving as escrow holder only and has only possession thereof. Any payments of income from the {_Escrow_Fund} shall be subject to withholding regulations then in force with respect to United States taxes. The parties will provide {_Escrow_Agent} with appropriate Internal Revenue Service Forms W-9 for tax identification number certification or nonresident alien certifications.
  6. {_Escrow_Agent} makes no representation as to the validity, value, genuineness, or the collectability of any security or other document or instrument held by or delivered to it.
  7. {_Escrow_Agent} shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under this {_Escrow_Agreement}.
  8. {_Escrow_Agent} may at any time resign as such by delivering the {_Escrow_Fund} to any successor {_Escrow_Agent} jointly designated by {_Buyer} and the {_Sellers'_Representative} in writing, or to any court of competent jurisdiction, whereupon {_Escrow_Agent} shall be discharged of and from any and all further obligations arising in connection with this {_Escrow_Agreement}. The resignation of {_Escrow_Agent} will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the other parties. If at that time {_Escrow_Agent} has not received a designation of a successor {_Escrow_Agent}, {_Escrow_Agent}’s sole responsibility after that time shall be to retain and safeguard the {_Escrow_Fund} until receipt of a designation of successor {_Escrow_Agent} or a joint written disposition instruction by the other parties or a final nonappealable order of a court of competent jurisdiction.
  9. In the event of any disagreement among the other parties resulting in adverse claims or demands being made in connection with the {_Escrow_Fund} or in the event that {_Escrow_Agent} is in doubt as to what action it should take under this {_Escrow_Agreement}, {_Escrow_Agent} shall be entitled to retain the {_Escrow_Fund} until {_Escrow_Agent} shall have received (i) joint written instructions of {_Buyer} and {_Sellers'_Representative}, or (ii) a final nonappealable order of a court of competent jurisdiction. {_Escrow_Agent} shall act on such written instructions or court order without further question.
  10. {_Buyer} and {_Sellers} shall pay {_Escrow_Agent} compensation (as payment in full) for the services to be rendered by {_Escrow_Agent} under this {_Escrow_Agreement} of {Escrow.Agent.Fee.AtSigning.Sum.$} at the time of execution of this {_Escrow_Agreement} and {Escrow.Agent.Fee.Annual.Sum.$} annually thereafter, and agree to reimburse {_Escrow_Agent} for all reasonable expenses, disbursements, and advances incurred or made by {_Escrow_Agent} in the performance of its duties (including reasonable fees, expenses, and disbursements of its counsel). Any such compensation and reimbursement to which {_Escrow_Agent} is entitled shall be borne 50% by {_Buyer} and 50% by {_Sellers'_Representative} in its representative capacity. Any fees or expenses of {_Escrow_Agent} or its counsel that are not paid as provided for in this {_Escrow_Agreement} may be taken from any property held by {_Escrow_Agent} under this {_Escrow_Agreement}.
  11. No printed or other matter in any language (including prospectuses, notices, reports, and promotional material) that mentions {_Escrow_Agent}’s name or the rights, powers, or duties of {_Escrow_Agent} shall be issued by the other parties or on such parties’ behalf unless {_Escrow_Agent} shall first have given its specific written consent thereto.
  12. The other parties authorize {_Escrow_Agent}, for any securities held under this {_Escrow_Agreement}, to use the services of any United States central securities depository it reasonably deems appropriate, including the Depository Trust Company and the Federal Reserve Book Entry System.
  13. {_Escrow_Agent} shall have only those duties as are specifically provided in this {_Escrow_Agreement}, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties. {_Escrow_Agent} shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document between the other parties in connection herewith, including the {_Purchase_Agreement}. This {_Escrow_Agreement} sets forth all matters pertinent to the escrow contemplated by this {_Escrow_Agreement}, and no additional obligations of {_Escrow_Agent} shall be inferred from the terms of this {_Escrow_Agreement} or any other agreement. In no event shall the {_Escrow_Agent} be liable, directly or indirectly, for (i) damages or expenses arising out of the services provided under this {_Escrow_Agreement}, other than damages which result from the {_Escrow_Agent}’s failure to act in accordance with the standards set forth in this {_Escrow_Agreement}, or (ii) special or consequential damages, even if the {_Escrow_Agent} has been advised of the possibility of such damages.
  14. This Paragraph 5 shall survive notwithstanding any expiration or termination of this {_Escrow_Agreement} or the resignation of {_Escrow_Agent}.