Compliance with Court Orders. In the event that any Escrowed Shares shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
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Samples: Escrow Agreement (Covetrus, Inc.), Escrow Agreement (HS Spinco, Inc.)
Compliance with Court Orders. In the event that any Escrowed Shares escrow property shall be attached, garnished or levied upon by any an order of a court orderof competent jurisdiction, or the delivery thereof shall be stayed or enjoined by an order of a courtcourt of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court order of competent jurisdiction affecting the property deposited under this Agreement, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 2 contracts
Samples: Escrow Agreement (Discovery Communications, Inc.), Escrow Agreement (Discovery Communications, Inc.)
Compliance with Court Orders. In the event that any Escrowed Shares escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a courtcourt of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretionreasonable discretion (it being acknowledged that the Escrow Agent shall notify the Parties), to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of its legal counsel (including outside counsel of its own choosing choosing, acting reasonably) is binding upon it, and in the event that the Escrow Agent so reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto Parties or to any other person, entity, firm or corporationPerson, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
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Samples: Stock Purchase Agreement (Korn Ferry International)
Compliance with Court Orders. In (a) Subject to the provisions of paragraph 12(b) below, if applicable, in the event that any Escrowed Shares escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Compliance with Court Orders. In the event that any Escrowed of the Escrow Shares or Escrow Fund, as applicable, shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this AgreementEscrow Shares or Escrow Fund, as applicable, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)
Compliance with Court Orders. In the event that any Escrowed Shares escrow property shall be attached, garnished or levied upon by any court orderof competent jurisdiction, or the delivery thereof shall be stayed or enjoined by an order of a courtcourt of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court order of competent jurisdiction affecting the property deposited under this Escrow Agreement, the Escrow Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent reasonably obeys or complies in good faith with any such writ, order or decree it shall not be liable to any of the parties hereto Parties or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Rectifier Corp /De/)
Compliance with Court Orders. In the event that any Escrowed Shares of the Escrow Funds shall be attached, garnished or levied upon by any court order, or the delivery distribution or disbursement thereof shall be stayed or enjoined by an order of a courtcourt of competent jurisdiction (as set forth in Paragraph 21 above), or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Distribution Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Distribution Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Samples: Form of Escrow Agreement
Compliance with Court Orders. In the event that any Escrowed Shares of the Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery distribution or disbursement thereof shall be stayed or enjoined by an order of a courtcourt of competent jurisdiction (as set forth in Section 21 above), or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Canadian Distribution Agent shall promptly notify Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative and, thereafter, is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by opinion of legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Canadian Distribution Agent reasonably obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
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