Escrow Agent. Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.
Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions:
Escrow Agent. The Parties authorize the Escrow Agent to receive, deposit, and hold funds and other property in escrow, including Xxxxxxx Money, that is subject to collection and disburse them in accordance with the terms of this Agreement. The Parties agree that the Escrow Agent will not be liable to any person for misdelivery of Escrow Money to the Buyer and the Seller, unless the misdelivery is due to the Escrow Agent's willful breach of this Agreement or gross negligence. If the Escrow Agent has doubt as to their duties or obligations under this Agreement, Escrow Agent may, at their sole decision:
Escrow Agent. Not Responsible after Release The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.
Escrow Agent. (a) Except as expressly contemplated by this Agreement or by joint written instructions from the Purchaser and the Seller, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Fund or the Certificate, except pursuant to an order of a court of competent jurisdiction.
Escrow Agent. The Company has entered into an escrow agreement (the “Escrow Agreement”) with UMB Bank, N.A., as escrow agent (the “Escrow Agent”), and the Dealer Manager, in the form included as an exhibit to the Registration Statement, which provides for the establishment of an escrow account into which subscribers’ funds will be deposited pursuant to the subscription procedures described in Section 6 below (the “Escrow Account”).
Escrow Agent. The acceptance by the Escrow Agent of his duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
Escrow Agent. The Withheld Portion is for the purpose of (1) protecting Buyer in the event any of Seller’s Accounts Receivables are not collected; and (2) to pay claims that Seller is obligated to indemnify Buyer for under this Agreement. Six (6) months after Closing Buyer shall determine the difference, if any, between the amount of Accounts Receivable collected and the amount of Accounts Receivable purchased (the “Shortfall”). Buyer and Seller shall jointly communicate to Escrow Agent in writing the amount of the Shortfall, if any, due to Buyer, and the balance of the Withheld Portion, if any, due to Seller (the “A/R Notice”). Buyer and Seller shall include in the A/R Notice if there is any pending claim for which Seller may be obligated to indemnify Buyer under this Agreement and if so, details regarding such claim(s). Upon receipt of the A/R Notice, Escrow Agent shall release (i) the Shortfall, if any, from escrow and remit to Buyer, and (ii) the balance of the Withheld Portion, if any, from escrow and remit to Seller; provided that if there is a pending indemnification claim specified in the A/R Notice, Escrow Agent shall retain the amount of the Withheld Portion equal to the indemnification claim (“Indemnity Amount”) and remit the balance of the Withheld Portion, if any, in accordance with the terms of the A/R Notice. If there is a pending indemnification claim specified in the A/R Notice, Escrow Agent shall retain the Indemnity Amount in escrow until the pending indemnification claim is finally resolved to the satisfaction of Buyer and Seller unless otherwise agreed in writing by the parties hereto or as ordered by a court of competent jurisdiction. Seller shall also receive the interest earned, if any, on the Withheld Portion. Following the Closing Date, in addition to Buyer’s obligations specified in Section 4.3(j) above, Buyer shall provide Seller with a weekly schedule of payment collections by customer with respect to Accounts Receivables. Buyer will use its best efforts to collect all outstanding Accounts Receivables purchased from Seller pursuant to this Agreement provided Buyer shall not be obligated to file a lawsuit or expend any money to collect same. All payments received from a customer shall be applied by Buyer in order of the oldest Accounts Receivable of such customer’s Accounts Receivables. The Asset Purchase Price shall be reduced on a dollar for dollar basis by the amount of aggregate Seller’s Accounts Receivables purchased by Buyer but not col...
Escrow Agent. Escrow Agent shall hold the Deposit in accordance with the terms and provisions of this Agreement, subject to the following:
