Common use of Appointment of the Escrow Agent Clause in Contracts

Appointment of the Escrow Agent. 1.1 Buyer and Seller hereby designate the Escrow Agent, and the Escrow Agent hereby agrees to act, as a depository and administrator of the Escrow Fund, subject to the terms and conditions set forth herein. 1.2 The Escrow Agent's duties and responsibilities, in its capacity as such, shall be limited to those expressly set forth in this Escrow Agreement, and the Escrow Agent shall not be subject to, nor obligated to recognize, any other agreement between any or all of the parties hereto even though reference thereto may be made herein, except to the extent that definitions contained in the Acquisition Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees of the Escrow Agent except with the Escrow Agent's prior written consent, as evidenced by an instrument in writing signed by all the parties hereto. 1.3 The Escrow Agent, in its capacity as such, is authorized, in its sole discretion, to disregard any and all notices or directions given by Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received by the Escrow Agent from Buyer and Seller and (iii) a Final Order (as hereinafter defined). If any property subject hereto is at any time attached, garnished or levied upon under a Final Order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by the Final Order, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized to rely upon and comply with any such Final Order which the Escrow Agent is advised by competent and experienced legal counsel of its own choosing, or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon the Escrow Agent for purposes hereof . The term "Final Order" as used herein shall mean a final judgment, order or award of a court of competent jurisdiction or arbitrator, as evidenced by a certified copy of such judgment, order or award, as certified by such court or arbitrator, as the case may be, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired, or in the case of an arbitral award, payment is not stayed by a court of competent jurisdiction.

Appointment of the Escrow Agent. 1.1 Buyer Parent, the Shareholders’ Representative (acting on behalf of the Shareholders), and Seller each of the Founders (acting on behalf of himself and solely with respect to such Founder’s interest in the Retention Escrow Fund) hereby appoint and designate the Escrow AgentAgent to serve as escrow agent to receive, hold, invest and disburse the Escrow Fund for the benefit of the Shareholders and the Founders (as the case may be) in accordance with the terms of this Agreement. The Escrow Agent hereby agrees to actact as escrow agent and to accept delivery of, as a depository and administrator of hold, safeguard and disburse the Escrow Fund, subject Fund pursuant to the terms and conditions set forth herein. 1.2 hereof. The Escrow Agent's Agent shall have only those duties as are specifically and responsibilitiesexpressly provided herein, in its capacity as such, which shall be limited to those expressly set forth deemed purely ministerial in this Escrow Agreementnature, and no other duties shall be implied. The Escrow Agent shall have no interest in the Escrow Shares other than the possession or control of the Escrow Shares. The Escrow Agent has no knowledge of, nor any requirement to comply with, the terms and conditions of any other agreement (including the Purchase Agreement) between the other Parties, nor shall the Escrow Agent shall not be subject to, nor obligated required to recognize, determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between any or all the Parties, the terms and conditions of this Agreement shall control the parties hereto even though reference thereto may be made herein, except to the extent that definitions contained in the Acquisition Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees actions of the Escrow Agent. The Escrow Agent except with shall have no duty to solicit any payments which may be due to it or the Escrow Agent's prior written consentFund, as evidenced by an instrument in writing signed by all including, without limitation, the parties hereto. 1.3 The Escrow AgentAmount, in its capacity as such, is authorized, in its sole discretion, to disregard any and all notices or directions given by Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received by nor shall the Escrow Agent from Buyer and Seller and (iii) a Final Order (as hereinafter defined). If have any property subject hereto is at any time attached, garnished duty or levied upon under a Final Order, obligation to confirm or in case verify the payment, assignment, transfer, conveyance accuracy or delivery correctness of any such property shall be stayed or enjoined by the Final Order, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized to rely upon and comply amounts deposited with any such Final Order which the Escrow Agent is advised by competent and experienced legal counsel of its own choosing, or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon the Escrow Agent for purposes hereof . The term "Final Order" as used herein shall mean a final judgment, order or award of a court of competent jurisdiction or arbitrator, as evidenced by a certified copy of such judgment, order or award, as certified by such court or arbitrator, as the case may be, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired, or in the case of an arbitral award, payment is not stayed by a court of competent jurisdictionit hereunder.

Appointment of the Escrow Agent. 1.1 Buyer (a) The Purchaser and the Seller hereby designate the Escrow Agent as the Escrow Agent, and the Escrow Agent hereby agrees to act, as a depository and administrator of the Escrow Fund, subject to Amount upon the terms and conditions set forth herein. The Purchaser and the Seller hereby acknowledge the Escrow Agent is legal counsel to the Seller. 1.2 (b) The Escrow Agent's ’s duties and responsibilities, in its capacity as such, shall be limited to those expressly set forth in this Escrow AgreementAgreement and the PSA, and the Escrow Agent shall not be neither subject to, nor obligated obliged to recognize, any other agreement between any or all of the parties hereto even though reference thereto may be made herein; provided, except to however, that, with the extent that definitions contained in the Acquisition Agreement are incorporated into Escrow Agent’s written consent, this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees of the Escrow Agent except with the Escrow Agent's prior written consent, as evidenced times by an instrument in writing signed by all of the parties hereto. 1.3 (c) The Escrow Agent, in its capacity as such, is authorized, in its sole discretion, to disregard any and all notices or directions given by Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received Amount shall be held by the Escrow Agent from Buyer in a segregated interest-bearing account designated by the Escrow Agent and acceptable to the Seller and the Buyer. (iiii) a Final Order On the Closing Date, the Escrow Agent shall remit the Escrow Amount to the Seller. (as hereinafter defined). If any property subject hereto is at any time attached, garnished or levied upon under a Final Order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by the Final Order, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the ii) The Escrow Agent is authorized to rely upon and comply with any such Final Order which remit the Escrow Amount to either party, if: (A) the Escrow Agent shall have received from such party a written demand for the Escrow Amount, together with a sworn statement by a general partner or officer or manager or member of such party (or of a constituent entity of such party) stating that such party is advised by competent entitled to be paid the Escrow Amount hereunder and experienced legal counsel of its own choosing, or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon stating the reason therefor (the "Demand Notice"); and (B) the Escrow Agent for purposes hereof shall have sent the Demand Notice to the other party; and (C) the Escrow Agent shall not have received an Objection Notice from the other party within 15 days after the Escrow Agent shall have sent the Demand Notice to such other party. (D) The other party may, upon its receipt of a Demand Notice, deliver to the Escrow Agent a written notice objecting to the remittance of the Escrow Amount to the party demanding the same, together with a sworn statement by a general partner or officer or manager or member of such party (or of a constituent entity of such party) as to why the party making the demand is not entitled to the Deposit (an "Objection Notice"). The term "Final Order" as used herein If the Escrow Agent receives an Objection Notice within 15 days after sending a Demand Notice to the non- demanding party, the Escrow Agent shall mean a final judgment, not remit the Deposit to either party unless directed to do so in writing by (i) the order or award of a court of competent jurisdiction jurisdiction, or arbitrator(ii) both parties. (E) Notwithstanding anything herein to the contrary, as evidenced the Escrow Agent may at any time (either before or after a Demand Notice or an Objection Notice or both shall have been sent), deposit the Escrow Amount and all interest earned thereon with the Superior Court of New Jersey in Essex County or Middlesex County and give notice to the Seller and Buyer thereof, whereupon the Escrow Agent shall be relieved and discharged of all further liability and obligations hereunder with respect thereto. (F) Interest earned on the Escrow Amount shall be handled in accordance with the terms of the PSA. (d) It is understood and agreed that the Escrow Agent shall: (i) be under no duty to accept information from any person and then only to the extent and in the manner provided for in this Escrow Agreement; (ii) be protected in acting upon any notice, opinion, request, certificate, approval, consent or other document believed by a certified copy it to be genuine and what it purports to be; (iii) be indemnified and held harmless jointly and severally by the other parties hereto from and against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability or expense, including reasonable attorneys’ fees and other reasonable expenses of defending itself against any claim of liability it may sustain in carrying out the terms of this Escrow Agreement, except such claims successfully asserted against the Escrow Agent which are based upon its negligence or willful misconduct; provided, however, that promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify all parties hereto in writing of the existence of such judgmentnotice. Such indemnity obligation shall survive the termination of this Escrow Agreement; (iv) have no liability in respect of or duty to inquire into the existence or veracity of any violations, order its duties under this Escrow Agreement being understood to be purely ministerial in nature; (v) be permitted to consult with counsel of its choice, and shall not be liable for any action taken, suffered or awardomitted by it in good faith in accordance with the advice of such counsel, as certified provided, however, that nothing contained in this subparagraph (v), nor any action taken by the Escrow Agent or by such court counsel, shall relieve the Escrow Agent from liability for any claims which are based upon its negligence or arbitratorwillful misconduct, all as provided in subparagraph (iii) above; (vi) not be bound by any modification, amendment, termination, cancellation or rescission of this Escrow Agreement, unless the case may besame shall be in writing and signed by the parties hereto, including the Escrow Agent; (vii) have no liability as a result of following the instructions contained or expressly provided that such judgment, order or award is for herein; (viii) not appealable have any interest in the Escrow Amount held by it pursuant to the terms and conditions herein or the interest earned thereon, but serve as escrow holder only and having only possession thereof. This paragraph shall survive the termination of this Escrow Agreement or the resignation of the Escrow Agent; and (ix) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Purchaser and the Seller at their respective addresses set forth herein, such resignation to take effect immediately, in which case, upon such resignation: (A) the Escrow Amount and any and all other property then held by the Escrow Agent hereunder shall be delivered by it to such person as may be designated jointly in writing by the Purchaser and the Seller, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate; (B) if no such person has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate; and (C) the Escrow Agent’s sole responsibility thereafter shall be to keep safe the Escrow Amount and all other property then held by it and to deliver same to a person designated jointly in writing by the Purchaser and the Seller. (e) For its services under this Escrow Agreement, the Escrow Agent has received One Dollar ($1.00) at the time for taking an appeal has expiredof the execution hereof, or in receipt of which is hereby acknowledged by the case of an arbitral award, payment is not stayed by a court of competent jurisdictionEscrow Agent.

Appointment of the Escrow Agent. 1.1 Buyer The parties hereto appoint and Seller hereby designate the Escrow AgentAgent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment and designation. The Escrow Agent shall have all the rights, powers, duties and obligations hereinafter provided, and agrees to act, perform only those duties as a depository and administrator of the Escrow Fund, subject to the terms and conditions set forth herein. 1.2 The Escrow Agent's duties and responsibilities, in its capacity as such, shall be limited to those expressly set forth in this herein and there shall be no implied duties imposed on the Escrow AgreementAgent. The Escrow Agent shall have no responsibility to interpret the terms of any party's obligations under the Purchase Agreement or any related documents. Except as otherwise specifically provided herein, and the Escrow Agent shall not be subject tohave the power to pledge, nor obligated to recognizehypothecate, assign, sell, transfer or otherwise dispose of or encumber the Escrow Amount. The Escrow Agent does not have any other agreement between any or all of the parties hereto even though reference thereto may be made herein, except to the extent that definitions contained interest in the Acquisition Agreement are incorporated into this Escrowed Shares deposited hereunder or the Escrow AgreementAmount, but is serving as escrow agent and only has possession thereof. This Escrow Agreement may not be amended at any time in such a way as Buyer and Seller Representative shall deliver to affect the rights, responsibilities, obligations, liabilities or fees of the Escrow Agent except with the notices required to be delivered to the Escrow Agent's prior written consentAgent pursuant to this Agreement, as evidenced by an instrument in writing signed by all but the parties hereto. 1.3 The Escrow Agent, in its capacity as such, is authorized, in its sole discretion, Agent shall have no responsibility to disregard any and all confirm or verify the accuracy of notices or directions given by of Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received by Representative so delivered. No provision of this Agreement shall require the Escrow Agent from Buyer and Seller and (iii) a Final Order (as hereinafter defined). If to expend or risk its own funds or otherwise incur any property subject hereto is at any time attached, garnished or levied upon under a Final Order, or financial liability in case the payment, assignment, transfer, conveyance or delivery performance of any such property shall be stayed or enjoined by of its duties hereunder. Upon distribution of the Final Orderentire Escrow Amount pursuant to the terms herein, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized to rely upon shall be discharged from all obligations under this Agreement and comply with any such Final Order which the Escrow Agent is advised by competent and experienced legal counsel of its own choosing, shall have no further duties or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon the Escrow Agent for purposes hereof . The term "Final Order" as used herein shall mean a final judgment, order or award of a court of competent jurisdiction or arbitrator, as evidenced by a certified copy of such judgment, order or award, as certified by such court or arbitrator, as the case may be, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired, or responsibilities in the case of an arbitral award, payment is not stayed by a court of competent jurisdictionconnection herewith.

Appointment of the Escrow Agent. 1.1 Buyer The Company and Seller the Investors’ Representative (acting on behalf of the Investors) hereby appoint and designate the Escrow AgentAgent to serve as escrow agent to receive, hold, invest and disburse the Escrow Fund for the benefit of the Investors in accordance with the terms of this Agreement. The Escrow Agent hereby agrees to actact as escrow agent and to accept delivery of, as a depository and administrator of hold, safeguard and disburse the Escrow Fund, subject Fund pursuant to the terms and conditions set forth herein. 1.2 hereof. The Escrow Agent's Agent shall have only those duties as are specifically and responsibilitiesexpressly provided herein, which shall be deemed purely ministerial in its capacity as suchnature, and no other duties, including, but not limited to, any fiduciary duty, shall be limited implied. The Escrow Agent shall have no interest in the Escrow Shares other than the possession or control of the Escrow Shares. The Escrow Agent has no knowledge of, nor any requirement to those expressly set forth in this Escrow comply with, the terms and conditions of any other agreement (including the Securities Purchase Agreement) between the Parties, and nor shall the Escrow Agent shall not be subject to, nor obligated required to recognize, determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between any or all the Parties, the terms and conditions of this Agreement shall control the parties hereto even though reference thereto may be made herein, except to the extent that definitions contained in the Acquisition Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees actions of the Escrow Agent. The Escrow Agent except with shall have no duty to solicit any payments which may be due to it or the Escrow Agent's prior written consentFund, as evidenced by an instrument in writing signed by all including, without limitation, the parties hereto. 1.3 The Escrow AgentShares, in its capacity as such, is authorized, in its sole discretion, to disregard any and all notices or directions given by Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received by nor shall the Escrow Agent from Buyer have any duty or obligation (but, for the avoidance of doubt, subject to the final sentence of Section 2(a), and Seller and (iiiSection 2(h) a Final Order (as hereinafter defined). If any property subject hereto is at any time attached, garnished hereof) to confirm or levied upon under a Final Order, verify the accuracy or in case the payment, assignment, transfer, conveyance or delivery correctness of any such property shall be stayed or enjoined by the Final Order, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized to rely upon and comply amounts deposited with any such Final Order which the Escrow Agent is advised by competent and experienced legal counsel of its own choosing, or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon the Escrow Agent for purposes hereof . The term "Final Order" as used herein shall mean a final judgment, order or award of a court of competent jurisdiction or arbitrator, as evidenced by a certified copy of such judgment, order or award, as certified by such court or arbitrator, as the case may be, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired, or in the case of an arbitral award, payment is not stayed by a court of competent jurisdictionit hereunder.

Appointment of the Escrow Agent. 1.1 Buyer The Purchaser and Seller the Stockholders’ Representative (acting on behalf of the Stockholders) hereby appoint and designate the Escrow AgentAgent to serve as escrow agent to receive, hold, invest and disburse the Escrow Fund for the benefit of the Stockholders in accordance with the terms of this Agreement. The Escrow Agent hereby agrees to actact as escrow agent and to accept delivery of, as a depository and administrator of hold, safeguard and disburse the Escrow Fund, subject Fund pursuant to the terms and conditions set forth herein. 1.2 hereof. The Escrow Agent's Agent shall have only those duties as are specifically and responsibilitiesexpressly provided herein, which shall be deemed purely ministerial in its capacity as suchnature, and no other duties, including, but not limited to, any fiduciary duty, shall be limited implied. The Escrow Agent shall have no interest in the Escrowed Closing Consideration other than the possession or control of the Escrowed Closing Consideration. The Escrow Agent has no knowledge of, nor any requirement to those expressly set forth in this Escrow comply with, the terms and conditions of any other agreement (including the Stock Purchase Agreement) between the Parties, and nor shall the Escrow Agent shall not be subject to, nor obligated required to recognize, determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between any or all the Parties, the terms and conditions of this Agreement shall control the parties hereto even though reference thereto may be made herein, except to the extent that definitions contained in the Acquisition Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees actions of the Escrow Agent. The Escrow Agent except with shall have no duty to solicit any payments which may be due to it or the Escrow Agent's prior written consentFund, as evidenced by an instrument in writing signed by all including, without limitation, the parties hereto. 1.3 The Escrow AgentEscrowed Closing Consideration, in its capacity as such, is authorized, in its sole discretion, to disregard any and all notices or directions given by Buyer or Seller or by any other person, firm or corporation, except (i) such notices, directions, instructions as are specifically provided for herein, (ii) joint written instructions received by nor shall the Escrow Agent from Buyer have any duty or obligation (but, for the avoidance of doubt, subject to the final sentence of Section 2(a), and Seller and (iiiSection 2(h) a Final Order (as hereinafter defined). If any property subject hereto is at any time attached, garnished hereof) to confirm or levied upon under a Final Order, verify the accuracy or in case the payment, assignment, transfer, conveyance or delivery correctness of any such property shall be stayed or enjoined by the Final Order, or in case the Final Order shall be made or entered affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized to rely upon and comply amounts deposited with any such Final Order which the Escrow Agent is advised by competent and experienced legal counsel of its own choosing, or by legal counsel selected by mutual consent of Seller and Buyer, is not subject to further review or appeal and is binding upon the Escrow Agent for purposes hereof . The term "Final Order" as used herein shall mean a final judgment, order or award of a court of competent jurisdiction or arbitrator, as evidenced by a certified copy of such judgment, order or award, as certified by such court or arbitrator, as the case may be, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired, or in the case of an arbitral award, payment is not stayed by a court of competent jurisdictionit hereunder.