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Common use of Attorneys and Agents Clause in Contracts

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. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all reasonable out of pocket fees, expenses and other costs paid to such outside counsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreement. The Escrow Agent may, subject to the terms of the Escrow Agreement, perform any and all duties through its agents, representatives, attorneys, custodian and/or nominees.

Appears in 1 contract

Samples: Escrow Agreement (ConvergEx Holdings, LLC)

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, except in the case of fraud, gross negligence, bad faith or willful misconduct. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all reasonable out of pocket compensation (fees, expenses and other costs costs) paid and/or reimbursed to such outside counsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreementprofessionals. The Escrow Agent may, subject to the terms of the Escrow Agreement, may perform any and all of its duties through its agents, representatives, attorneys, custodian custodians, and/or nominees.

Appears in 1 contract

Samples: Purchase Agreement (Keane Group, 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 good faith in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent solely in connection with the transactions contemplated by this Escrow Agreement, except to the extent constituting gross negligence or willful misconduct by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all reasonable out of pocket compensation (fees, expenses and other costs costs) paid and/or reimbursed to such outside counsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreementprofessionals. The Escrow Agent may, subject to the terms of the Escrow Agreement, may perform any and all of its duties through its agents, representatives, attorneys, custodian custodians, and/or nominees.

Appears in 1 contract

Samples: Escrow Agreement

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. The Escrow Agent shall be reimbursed by ATI as set forth in Section 3.1 hereof for any and all reasonable out of and documented out-of-pocket compensation (fees, expenses and other costs costs) paid and/or reimbursed to such outside counsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreementprofessionals. The Escrow Agent may, subject to the terms of the Escrow Agreement, may perform any and all of its duties through its agents, representatives, attorneys, custodian custodians, and/or nominees.

Appears in 1 contract

Samples: Escrow Agreement (ATI Physical Therapy, 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 good faith in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent, except in the case of willful misconduct or gross negligence by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 16 for any and all reasonable out of pocket compensation (fees, expenses and other costs costs) paid and/or reimbursed to such outside counsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreementprofessionals. The Escrow Agent may, subject to the terms of the Escrow Agreement, may perform any and all of its duties through its agents, representatives, attorneys, custodian custodians, and/or nominees.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)