Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent so long as any action taken or omitted to be taken based on such advice does not constitute gross negligence or willful misconduct. The Escrow Agent shall be reimbursed as set forth in Section 4.1 for any and all reasonable compensation (reasonable fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
Appears in 3 contracts
Samples: Escrow Agreement (Constellation Brands, Inc.), Escrow Agreement (Constellation Brands, Inc.), Escrow Agreement (Constellation Brands, Inc.)
Attorneys and Agents. The Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent so long as any action taken or omitted to be taken based on such advice does not constitute gross negligence or willful misconductAgent. The Escrow Agent shall be reimbursed as set forth in Section 4.1 3.1 for any and all reasonable compensation (reasonable fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cafepress Inc.)
Attorneys and Agents. The Except in the case of fraud, gross negligence or willful misconduct of the Escrow Agent or any of its employees or agents, the Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent so long as in connection with any action taken or omitted to be taken based on such advice does not constitute gross negligence or willful misconductdisputes hereunder. The Escrow Agent shall be reimbursed as set forth in Section 4.1 4.4 for any and all reasonable compensation (reasonable fees, expenses and other costs) paid and/or and reimbursed to such counsel and/or and professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or and nominees.
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Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent, provided that the Escrow Agent so long shall provide written notice thereof to the Parties as any action taken or omitted to be taken based on such advice does not constitute gross negligence or willful misconductsoon as reasonably practicable. The Escrow Agent shall be reimbursed as set forth in Section 4.1 3.1 for any and all reasonable compensation (reasonable reasonable, documented out-of-pocket fees, expenses and other costs) costs paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
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Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent so long as any action taken Agent, except in the case of willful misconduct or omitted to be taken based on such advice does not constitute gross negligence or willful misconductby the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 4.1 15 for any and all reasonable compensation (reasonable fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent so long as any action taken Agent, except in the case of willful misconduct or omitted to be taken based on such advice does not constitute gross negligence or willful misconductby the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 4.1 16 for any and all reasonable compensation (reasonable fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Attorneys and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the reasonable advice of counsel or other professionals retained or consulted by the Escrow Agent, provided that the Escrow Agent so long shall provide written notice thereof to the Parties as any action taken or omitted to be taken based on such advice does not constitute gross negligence or willful misconductsoon as reasonably practicable. The Escrow Agent shall be reimbursed as set forth in Section 4.1 3.1 for any and all reasonable compensation (reasonable reasonable, documented out-of-pocket fees, expenses and other costs) costs paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
Appears in 1 contract
Samples: Merger Agreement (Repligen Corp)