Common use of Authority of Escrow Agent Clause in Contracts

Authority of Escrow Agent. 7.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 above. 7.2 The Escrow Agent, shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement. 7.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. 7.4 In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (I) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosing is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following (I) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 Without in any way limiting any other provision of this Agreement as expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e or suffered by any party to this Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise through or be caused by the Escrow Agent's willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 shall survive the termination of this Escrow Agreement. 7.8 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

Authority of Escrow Agent. 7.1 6.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 above. 7.2 6.2 The Escrow Agent, Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement. 7.3 6.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. 7.4 6.4 In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (Ii) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosing is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 6.5 The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following (Ii) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 6.6 Without in any way limiting any other provision of this Agreement as expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do todo or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 6.7 The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent it may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e made or suffered by any party to this Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise through or be caused by the Escrow Agent's willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 shall survive the termination of this Escrow Agreement. 7.8 6.8 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of couxx xf competent jurisdiction to determine the rights of the parties.

Authority of Escrow Agent. 7.1 4.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Section 4 2 above. 7.2 4.2 The Escrow Agent, Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and the items amending the terms of this Escrow Agreement. 7.3 4.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. The Escrow Agent has acted as legal counsel for CinemaElectric, Inc, and may continue to act as legal counsel for CinemaElectric, Inc., from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company, the Principal Stockholders and the Directors and Officers consent to the Escrow Agent in such capacity as legal counsel for CinemaElectric, Inc. and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company, the Principal Stockholders and the Directors and Officers understand that CinemaElectric, Inc. and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. 7.4 4.4 In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (Ii) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosing is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 4.5 The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following (I) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds (iii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator or (iiiii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 4.6 Without in any way limiting any other provision of this Escrow Agreement as expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 4.7 The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent it may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e made or suffered by any party to this Escrow Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise rise through or be caused by the Escrow Agent's willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 shall survive the termination of this Escrow Agreement. 7.8 4.8 In the event that any controversy should arise among the parties with respect to this Escrow Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court cxxxx of competent jurisdiction to determine the rights of the parties, all at the cost of the Company.

Authority of Escrow Agent. 7.1 (a) The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 Sections 2 and 3 above. 7.2 (b) The Escrow Agent, Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement. 7.3 (c) The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. The Escrow Agent has acted as legal counsel for the Recipients, and may continue to act as legal counsel for the Recipients, from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company consents to the Escrow Agent in such capacity as legal counsel for the Recipients and waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company understands that the Recipients and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Agreement. 7.4 (d) In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (Ii) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosing is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 (e) The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following (Ii) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 (f) Without in any way limiting any other provision of this Agreement as expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 (g) The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent it may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e made or suffered by any party to this Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise rise through or be caused by the Escrow Agent's ’s willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 shall survive the termination of this Escrow Agreement. 7.8 (h) In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent Escrow Agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties, all at the cost of the Company.

Authority of Escrow Agent. 7.1 6.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 above. 7.2 6.2 The Escrow Agent, Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement. 7.3 6.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. 7.4 6.4 In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (Ii) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosing is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 6.5 The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following the (Ii) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 6.6 Without in any way limiting any other provision of this Agreement as expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 6.7 The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e made or suffered by any party to this Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise through or be caused by the Escrow Agent's willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 6.7 shall survive the termination of this Escrow Agreement. 7.8 6.8 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties. 6.9 The Escrow Agent is hereby authorized, without further permission of the Company, to make the Escrow Account and all records maintained pursuant to this Agreement available for inspection by the Commissioner of the California Department of Corporations.

Authority of Escrow Agent. 7.1 6.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 3 above. 7.2 6.2 The Escrow Agent, Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement. 7.3 6.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel. 7.4 6.4 In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be be, or become liable liable, in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (Ii) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing writing, signed by all such persons. Notwithstanding the preceding, the Escrow Agent may may, in its discretion discretion, obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised advised, by legal counsel of its own choosing choosing, is binding upon it. The rights of the Escrow Agent under this subsection are cumulative with all other rights which it may have by law or otherwise. 7.5 6.5 The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including but not limited to the following (Ii) the act, failure or negligence of any agent or correspondent selected by the Escrow Agent for the remittance of funds the subject matter hereof (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. 7.6 6.6 Without in any way limiting any other provision of this Agreement as Agreement, it is expressly understood and agreed that the Escrow Agent shall be under no duty or obligation to give any notice or to do or to omit the doing of any action or anything with respect to the subject matter hereof except to receive, hold and deliver the same in accordance with the terms hereof. The Escrow Agent shall not be liable for any error in judgment, or act or omission, or any mistake of law or fact or for doing anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. 7.7 The Escrow Agent shall be indemnified and held harmless by the Company from anything which the Escrow Agent may do or refrain from doing in connection herewith or for any claims, demands or losses or for any damages mad e or suffered by any party to this Agreement including any legal expenses incurred by the Escrow Agent in defending any claim of liability in connection herewith except such as may arise through or be caused by the Escrow Agent's willful misconduct or gross negligence. The Company's obligation to indemnify the Escrow Agent as set forth in this section 7.7 shall survive the termination of this Escrow Agreement. 7.8 6.7 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Agent resign and the parties fail to select another escrow agent to act in its stead, the Escrow Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine determxxx the rights of the parties, all at the cost of the Company.