Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by an order of a court of competent jurisdiction, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction affecting the property deposited under this Agreement, the Escrow Agent 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 legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent 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 escrow property Escrowed Shares shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdictioncourt, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction 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, 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 (Covetrus, Inc.), Escrow Agreement (HS Spinco, Inc.)
Compliance with Court Orders. In the event that any escrow property of the Escrow Shares or Escrow Fund, as applicable, shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdictioncourt, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction affecting the property deposited under this AgreementEscrow Shares or Escrow Fund, as applicable, the Escrow Agent 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 legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent 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 escrow property shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction order affecting the property deposited under this Agreement, the Escrow Agent 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 its legal counsel (including outside counsel of its own choosing choosing, acting reasonably) is binding upon it, whether with or without jurisdiction, 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Korn Ferry International)
Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdictioncourt, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction order affecting the property deposited under this Agreement, the Escrow Agent Trustee is hereby expressly authorized, in its sole discretiondiscretion and so long as it give notice of such writ, order, or decree to the Governance Committee and the Trust Administrator (in advance and in writing, if possible), to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing by written opinion of counsel is binding upon it, whether with or without jurisdiction, it and in the event that the Escrow Agent Trustee 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: Environmental Trust Agreement
Compliance with Court Orders. In the event that any escrow property of the Escrow Property shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery distribution or disbursement thereof shall be stayed or enjoined by an order of a court of competent jurisdictionjurisdiction (as set forth in Section 21 above), or any order, judgment or decree shall be made or entered by any court of competent jurisdiction order affecting the property deposited under this Agreement, the Escrow Canadian Distribution Agent 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 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 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 escrow property of the Escrow Funds shall be attached, garnished or levied upon by an order of a any court of competent jurisdictionorder, or the delivery distribution or disbursement thereof shall be stayed or enjoined by an order of a court of competent jurisdictionjurisdiction (as set forth in Paragraph 21 above), or any order, judgment or decree shall be made or entered by any court of competent jurisdiction order affecting the property deposited under this Agreement, the Escrow Distribution Agent 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 legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Distribution Agent 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: Escrow Agreement
Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by an order of a any court of competent jurisdiction, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdiction, or any order, judgment or decree shall be made or entered by any court of competent jurisdiction affecting the property deposited under this Escrow Agreement, the Escrow Agent 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 legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent 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: Merger Agreement (International Rectifier Corp /De/)