Common use of Authority of the Escrow Agent Clause in Contracts

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. (b) The Issuer acknowledges that the rights and responsibilities of the Escrow Agent under this Escrow Agreement with respect to any action taken by the Escrow Agent or the exercise or non-exercise by the Escrow Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Escrow Agreement shall, as between the Escrow Agent and the Holders of the Preferred Securities, be governed by the LLC Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Escrow Agent and the Issuer, the Escrow Agent shall be conclusively presumed to be acting as agent for the Holders of the Preferred Securities with full and valid authority so to act or refrain from acting, and the Issuer shall not be obligated or entitled to make any inquiry respecting such authority.

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 Escrow and Security Agreement, neither the Escrow Agent nor any director, officer, employee, attorney or agent of the Escrow Agent shall be liable to the Issuer Pledgor 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 conclusively 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. (b) . The Issuer acknowledges that the rights and responsibilities of the Escrow Agent under this Escrow Agreement with respect to any action taken by the Escrow Agent or the exercise or non-exercise by the Escrow Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Escrow Agreement shall, as between the Escrow Agent and the Holders of the Preferred Securities, be governed by the LLC Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Escrow Agent and the Issuer, the Escrow Agent shall be conclusively presumed have no duty to cause any financing statement or continuation statement to be acting as agent for the Holders filed in respect of the Preferred Securities with full and valid authority so to act or refrain from acting, and the Issuer shall not be obligated or entitled to make any inquiry respecting such authorityCollateral.

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 AgreementSettlement Agreements, neither the Escrow Agent nor any director, officer, employee, attorney or agent of the Escrow Agent shall be liable to the Issuer WellCare or Secured Parties 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. (b) The Issuer WellCare acknowledges that the rights and responsibilities of the Escrow Agent under this Escrow Agreement with respect to any action taken by the Escrow Agent or the exercise or non-exercise by the Escrow Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Escrow Agreement shall, as between the Escrow Agent and the Holders of the Preferred SecuritiesSecured Parties, be governed by the LLC Agreement Settlement Agreements and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Escrow Agent and the IssuerWellCare, the Escrow Agent shall be conclusively presumed to be acting as agent for the Holders of the Preferred Securities Secured Parties with full and valid authority so to act or refrain from acting, and the Issuer WellCare shall not be obligated or entitled to make any inquiry respecting such authority.

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 Escrowed Property 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 AgreementCertificate of Designation, neither the Escrow Agent nor any director, officer, employee, attorney or agent of the Escrow Agent shall be liable to the Issuer or any other Person 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 reasonably believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. (b) The Issuer acknowledges that the rights and responsibilities of the Escrow Agent under this Escrow Agreement with respect to any action taken by the Escrow Agent or the exercise or non-exercise by the Escrow Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Escrow Agreement shall, as between the Escrow Agent and the Holders of the Junior Preferred SecuritiesStock, be governed by the LLC Agreement Certificate of Designation and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Escrow Agent and the Issuer, the Escrow Agent shall be conclusively presumed to be acting as agent for the Holders of the Junior Preferred Securities Stock with full and valid authority so to act or refrain from acting, and the Issuer shall not be obligated or entitled to make any inquiry respecting such authority.