Authority of the Escrow Agent. (a) The Escrow Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Escrow Agent by the terms hereof, together with such powers as are reasonably incident thereto. The Escrow Agent may perform any of its duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. Except as otherwise expressly provided in this Pledge Agreement or the LLC Agreement, neither the Escrow Agent nor any director, officer, employee, attorney or agent of the Escrow Agent shall be liable to the Issuer for any action taken or omitted to be taken by the Escrow Agent, in its capacity as Escrow Agent, hereunder, except for its own bad faith, gross negligence or willful misconduct, and the Escrow Agent shall not be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Escrow Agent and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons.
Authority of the Escrow Agent. The Escrow Agent shall have and be entitled to exercise all powers hereunder that are specifically granted to the Escrow Agent by the terms hereof, together with such powers as are reasonably incident thereto.
Authority of the Escrow Agent. The Escrow Agent shall collect, hold in the Escrow Account, deal with and dispose of the Deposits held by it hereunder in the following manner:
Authority of the Escrow Agent. (a) The Escrow Agent shall have, and be entitled to exercise, all powers hereunder that are specifically granted to the Escrow Agent by the terms hereof, together with such powers as are reasonably incidental thereto but no duties, obligations or powers shall be inferred or implied. The Escrow Agent may perform any of its duties hereunder by or through agents, attorneys, experts, accountants, advisors or employees and the exculpatory provisions provided herein shall be equally applicable to such Persons. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning any matters arising hereunder. Except as otherwise expressly provided in this Agreement or the Credit Agreement, neither the Escrow Agent nor any director, officer, employee, attorney or agent of the Escrow Agent shall be liable to the Company for any action taken or omitted to be taken by the Escrow Agent, in its capacity as Escrow Agent, hereunder, except for its own gross negligence or willful misconduct.
Authority of the Escrow Agent. The Pledgee and each of the Pledgors hereby authorise the Escrow Agent and the Escrow Agent hereby agrees to hold and deliver the Escrow Documents in accordance with and subject to the terms and conditions of this Agreement. If the Escrow Agent whether original, additional or substituted dies or gives notice of a desire to withdraw and is discharged from these trusts or refuses or becomes unfit to act then the Pledgee may by instrument appoint one other person to be an Escrow Agent in his place. The same will apply if any one of Escrow Agent’s successors is deceased or desires to withdraw or is discharged or refuses or becomes unfit to act.
Authority of the Escrow Agent and the Trustee; Valid and -------------------------------------------------------- Binding Agreement. Each of the Escrow Agent and the Trustee hereby represents ----------------- and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation.
