Agreement with Escrow Agent Sample Clauses
The "Agreement with Escrow Agent" clause establishes the terms under which an independent third party, known as the escrow agent, will hold and manage certain assets or funds on behalf of the parties involved in a transaction. Typically, this clause outlines the responsibilities of the escrow agent, the conditions for release of the escrowed assets, and the procedures for resolving disputes related to the escrow. Its core practical function is to provide security and assurance to both parties by ensuring that assets are only transferred when agreed-upon conditions are met, thereby reducing the risk of non-performance or breach.
Agreement with Escrow Agent. To induce the Escrow Agent to act hereunder, it is agreed by the Company that:
A. The Company will deliver a copy of the Registration Statement to the Escrow Agent upon notice of the Securities and Exchange Commission’s declaration of effectiveness. The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise.
B. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Funds and hold them subject to disbursement in accordance herewith. The Escrow Agent shall be under no duty to determine whether the Company is complying with the requirements of this Agreement in tendering to the Escrow Agent proceeds from sales of or subscriptions for Units. The Escrow Agent may conclusively rely upon and shall be protected in acting in reliance upon, any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel in respect of any question arising under this Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.
C. The Company hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.
Agreement with Escrow Agent. The Parties shall enter into an agreement (the "Three-Party Software Escrow Agreement") with the Escrow Agent. The Three-Party Software Escrow Agreement shall contain obligations and rights with respect to the Parties that are the same in all materials respects as those set out in this Contract Section entitled "Software Escrow." Schedule 20 comprises the form of such Three-Party Software Escrow Agreement.
Agreement with Escrow Agent. The execution and delivery by the Escrow Agent and Stockholders of a satisfactory Escrow Agreement relating to the shares of Pro One Stock which make up the Deferred Payment.