Matters Relating to the Escrow Agent Sample Clauses

Matters Relating to the Escrow Agent. 10.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Unless otherwise determined in this Agreement, the Escrow Agent shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination, cancellation, or revision of this Agreement, unless it is in writing and signed by Seller and Buyer, and received by the Escrow Agent, and, if the Escrow Agent's duties as Escrow Agent hereunder are affected, unless the Escrow Agent shall have given its prior written consent thereto.
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Matters Relating to the Escrow Agent. (a) The duties and obligations of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent, and under no circumstance shall the Escrow Agent be deemed to be a fiduciary with respect to any of the parties hereto. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO EXERCISE REASONABLE CARE IN PERFORMING ITS DUTIES, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . Except as specifically provided herein, the Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Escrow Agreement.
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Matters Relating to the Escrow Agent a. The Escrow Agent undertakes to perform only such duties expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. In acting hereunder, the Escrow Agent shall not be liable for any act done or omitted to be done, by it in the absence of gross negligence or willful misconduct.
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Matters Relating to the Escrow Agent. 8.1. The Escrow Agent undertakes to perform such duties as are expressly set forth herein. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement (including the Share Purchase Agreement) to which Buyer, the Company or the Seller Representative is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from Buyer, the Company or the Seller Representative or any Person acting on their behalf. Unless otherwise determined in this Agreement, the Escrow Agent shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination, cancellation, or revision of this Agreement and/or the Share Purchase Agreement, unless such notice is in writing, signed by Buyer and the Seller Representative, and delivered to the Escrow Agent pursuant to Section 9, and, if the Escrow Agent’s duties as an Escrow Agent hereunder are affected, unless the Escrow Agent shall have given its prior written consent thereto, which consent shall not be unreasonably withheld or delayed.
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Matters Relating to the Escrow Agent 
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Related to Matters Relating to the Escrow Agent

  • Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer....................................98 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer.......................98 Section 8.03. Limitation on Liability of the Servicer and Others................................................99 Section 8.04. Servicer Indemnification of the Trust and the Trustee...........................................99 Section 8.05.

  • Certain Matters Relating to Accounts (a) At any time after the occurrence and during the continuance of an Event of Default and after giving reasonable notice to the Borrower and any other relevant Grantor, the Administrative Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner and through any medium that the Administrative Agent reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent may require in connection with such test verifications. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

  • Certain Matters Relating to Receivables 15 6.2 Communications with Obligors; Grantors Remain Liable..... 15 6.3

  • Schedules and Documents Relating to Accounts Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements, and copies of all credit memos.

  • Concerning the Escrow Agent 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.

  • Determinations Relating to Collateral In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto or (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which will be reimbursed to the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee will be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of the Outstanding Notes.

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