Common use of Actions of Escrow Agent Clause in Contracts

Actions of Escrow Agent. If the Deposit is disbursed by the Escrow Agent in accordance with the provisions of Section 3.1.3 or Section 3.1.5, the Escrow Agent shall give written notice of any such disbursement to Purchaser and Seller. Upon such disbursement in accordance with the provisions of Section 3.1.3 or Section 3.1.5 the Escrow Agent shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations with respect thereto under this Agreement, except for its obligation to pay interest actually earned on the Deposit prior to such deposit or other disbursement. The Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, consent 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, and the Escrow Agent may assume that the person signing the same holds the office indicated and is duly authorized to act on behalf of the party for whom he or she is acting. In performing its obligations hereunder, the Escrow Agent may conclusively presume that any officer of any party hereto has full power and authority to instruct the Escrow Agent on behalf of that party, unless written notice to the contrary is delivered to the Escrow Agent prior to its reliance on such presumption. The Escrow Agent may rely upon any order, judgment, certification, demand or other writing delivered to it without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court. In the event of any dispute or doubt as to the genuineness of a Disbursement Notice or an Objection Notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by either: (i) joint written instructions from Purchaser and Seller; or, (ii) a court order binding on the Escrow Agent which has not been stayed or vacated.

Actions of Escrow Agent. If The Escrow Agent is a depository only, and shall not be responsible or liable for the Deposit is disbursed sufficiency or correctness as to form, manner of execution or validity of any instrument deposited with it. The Escrow Agent may assume, in the absence of manifest evidence to the contrary, that all signatures appearing on executed documents are genuine and valid. The Escrow Agent shall have no liability for actions taken by it in accordance with any notice, certificate, request or instruction given to it in accordance with and pursuant to this Agreement. In the event that conflicting Claims or demands with respect to the Escrow Fund are made, or if **= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SERENA or ** disputes any instruction given by the other, the Escrow Agent may, without liability to any party and after giving notice of such conflicting demands to SERENA and **, withhold performance until such conflicting Claims have been resolved in accordance with the provisions of Section 3.1.3 this Agreement. If any controversy arises between SERENA and **, or Section 3.1.5SERENA, **, and any third person, the Escrow Agent shall give written notice of not be required to determine the controversy or to take any such disbursement to Purchaser and Seller. Upon such disbursement in accordance with the provisions of Section 3.1.3 or Section 3.1.5 the Escrow Agent shall be relieved and discharged of all further obligations action with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations with respect thereto under this Agreement, except for its obligation to pay interest actually earned on the Deposit prior to such deposit or other disbursement. The Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, consent 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 partiescontroversy, and the Escrow Agent may assume that the person signing the same holds the office indicated suspend taking any action until such controversy has been resolved in accordance with this Agreement and is duly authorized to act on behalf of the party for whom he or she is acting. In performing its obligations hereunder, hold the Escrow Agent may conclusively presume that any officer Fund until it receives the Memorandum, or order, decree or judgment by a court of any party hereto has full power and authority competent jurisdiction or a written decision of arbitration, all of which by lapse of time or otherwise, shall no longer be or shall not be subject to instruct the Escrow Agent on behalf of that party, unless written notice to the contrary is delivered to the Escrow Agent prior to its reliance on such presumptionappeal or review. The Escrow Agent may rely upon shall have no liability to any order, judgment, certification, demand or other writing delivered to it without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court. In party in the event it suspends taking action due to a controversy. Notwithstanding any other provision of any dispute or doubt as to the genuineness of a Disbursement Notice or an Objection Noticethis Agreement, the Escrow Agent shall continue to hold the Deposit until otherwise directed by either: (i) joint written instructions from Purchaser and Seller; or, (ii) a court order binding on the Escrow Agent which has not been stayed be liable for incidental or vacatedconsequential damages.

Actions of Escrow Agent. If The Escrow Agent is a depository only, and shall not be responsible or liable for the Deposit is disbursed sufficiency or correctness as to form, manner of execution or validity of any instrument deposited with it. The Escrow Agent may assume, in the absence of manifest evidence to the contrary, that all signatures appearing on executed documents are genuine and valid. The Escrow Agent shall have no liability for actions taken by it in accordance with any notice, certificate, request or instruction given to it in accordance with and pursuant to this Agreement. In the event that conflicting Claims or demands with respect to the Escrow Fund are made, or if SERENA or ** disputes any instruction given by the other, the Escrow Agent may, without liability to any party and after giving notice of such conflicting demands to SERENA and **, withhold performance until such conflicting Claims have been resolved in accordance with the provisions of Section 3.1.3 this Agreement. If any controversy arises between SERENA and **, or Section 3.1.5SERENA, **, and any third person, the Escrow Agent shall give written notice of not be required to determine the controversy or to take any such disbursement to Purchaser and Seller. Upon such disbursement in accordance with the provisions of Section 3.1.3 or Section 3.1.5 the Escrow Agent shall be relieved and discharged of all further obligations action with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations with respect thereto under this Agreement, except for its obligation to pay interest actually earned on the Deposit prior to such deposit or other disbursement. The Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, consent 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 partiescontroversy, and the Escrow Agent may assume that the person signing the same holds the office indicated suspend taking any action until such controversy has been resolved in accordance with this Agreement and is duly authorized to act on behalf of the party for whom he or she is acting. In performing its obligations hereunder, hold the Escrow Agent may conclusively presume that any officer Fund until it receives the Memorandum, or order, decree or judgment by a court of any party hereto has full power and authority competent jurisdiction or a written decision of arbitration, all of which by lapse of time or otherwise, shall no longer be or shall not be subject to instruct the Escrow Agent on behalf of that party, unless written notice to the contrary is delivered to the Escrow Agent prior to its reliance on such presumptionappeal or review. The Escrow Agent may rely upon shall have no liability to any order, judgment, certification, demand or other writing delivered to it without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court. In party in the event it suspends taking action due to a controversy. Notwithstanding any other provision of any dispute or doubt as to the genuineness of a Disbursement Notice or an Objection Noticethis Agreement, the Escrow Agent shall continue to hold the Deposit until otherwise directed by either: (i) joint written instructions from Purchaser and Seller; or, (ii) a court order binding on the Escrow Agent which has not been stayed be liable for incidental or vacatedconsequential damages.