Concerning Escrow Agent. 6.1 The Escrow Agent shall hold the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received by it hereunder with the same degree of care with which it holds its own similar property. 6.2 This Escrow Agreement sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agent. No implied duties or obligations shall be read into the Appointment against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any other agreement by which any Party is obligated, including, without limitation, the Settlement Agreement. 6.3 The Escrow Agent shall not be liable under this Escrow Agreement except to the extent of its own negligence or willful misconduct. The Alfa Parties, on the one hand, and the Telenor Parties, on the other hand, shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of or in connection with this Escrow Agreement and the Appointment; provided that none of the Alfa Parties shall be liable to the Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties). 6.4 The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. 6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment and shall not be liable for any action taken or omitted in accordance with such advice. 6.6 The Escrow Agent (and any successor Escrow Agent) may at any time resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the Appointment. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time shall be limited to holding the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents until receipt of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed). 6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all its duties and liabilities hereunder arising after the date of such termination.
Appears in 3 contracts
Samples: Settlement Escrow Agreement (VimpelCom Ltd.), Settlement Escrow Agreement (Telenor East Invest As), Settlement Escrow Agreement (Open Joint Stock Co Vimpel Communications)
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
3.1 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.2 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.3 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties Escrowed Funds; or any loss of interest incident to any such delays. This Section shall be liable to survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)Agent.
6.4 The 3.4 Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume assume, if in good faith, that any Person person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The 3.5 Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment this Escrow Agreement and shall not be liable for any action taken or omitted in good faith and in accordance with such advice.
6.6 The 3.6 Escrow Agent (and does not have any successor interest in the Escrowed Funds deposited hereunder, but is serving as escrow holder only. Any payments of income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. This Section shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent) may .
3.7 Escrow Agent makes no representation as to the validity, value, genuineness, or the collectibility of any security or other documents or instrument held by, or delivered to, it.
3.8 Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
3.9 Escrow Agent at any time may be discharged from its duties and obligations hereunder by the delivery to it of notice of termination signed by Purchaser and Seller or at any time may resign from by giving written notice to such effect to Purchaser and Seller. Upon any such termination or resignation, Escrow Agent shall deliver the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) Escrowed Funds to any successor Escrow Agent escrow agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the AppointmentAgreement. The termination or resignation of the Escrow Agent will shall take effect on the earlier of (a) the appointment of a successor Escrow Agent and (including a court of competent jurisdiction) or (b) the date which day that is thirty (30) days after the date of delivery delivery: (i) to Escrow Agent of its the other parties' notice of termination or (ii) to the other parties hereto of Escrow Agent's written notice of resignation to the Partiesresignation. If at that time the Escrow Agent has not received a designation of a successor escrow agent, Escrow Agent, the Escrow Agent’s responsibilities 's sole responsibility after that time shall be limited to holding keep the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents Escrowed Funds safe until receipt of a designation of successor escrow agent or a successor joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction.
3.10 Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and filing may rely without any liability upon the Stay Documents (if not previously filed)contents thereof.
6.7 This 3.11 In the event of any disagreement among or between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agreement and Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Appointment Escrowed Funds until Escrow Agent shall terminate automatically upon either: have received (a) a final and non-appealable order of a court of competent jurisdiction in the Escrow Agent’s United States of America directing delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; Escrowed Funds or (b) a written agreement executed by the other parties hereto directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order referred to in (a) above shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that said court order is final and non-appealable. Escrow Agent shall act on such court order and legal opinions without further question.
3.12 As consideration for its agreement to act as Escrow Agent as herein described, Purchaser shall pay the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents 's fees determined in accordance with Section 4 hereofthe terms set forth on Exhibit A hereto (and made a part of this Escrow Agreement as if herein set forth). Upon the termination of the AppointmentIn addition, the Purchaser and Seller agree to reimburse Escrow Agent shall be discharged from (on a 50/50 basis) for all reasonable expenses, disbursements, and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses, and liabilities hereunder arising after the date disbursements of such terminationits counsel).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Family Golf Centers Inc), Escrow Agreement (Family Golf Centers Inc)
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
3.01 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.02 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.03 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties Escrowed Funds, or any loss of interest incident to any such delays. This Section 3.03 shall be liable to survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)Agent.
6.4 The 3.04 Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume assume, if in good faith, that any Person person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The 3.05 Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment and shall not be liable for any action taken or omitted in accordance with such advice.
6.6 The Escrow Agent (and any successor Escrow Agent) may at any time resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the Appointment. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time shall be limited to holding the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents until receipt of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed).
6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all its duties and liabilities hereunder arising after the date of such termination.any
Appears in 1 contract
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
3.01 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.02 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.03 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties Escrowed Funds; or any loss of interest incident to any such delays. This Section 3.03 shall be liable to survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)Agent.
6.4 The 3.04 Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume assume, if in good faith, that any Person person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The 3.05 Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment this Escrow Agreement and shall not be liable for any action taken or omitted in good faith and in accordance with such advice.
6.6 The 3.06 Escrow Agent does not have any interest in the Escrowed Funds deposited hereunder, but is serving as escrow holder only. Any payments of income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. This Section 3.06 shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent.
3.07 Escrow Agent makes no representation as to the validity, value, genuineness, or the collectibility of any security or other documents or instrument held by, or delivered to, it.
3.08 Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
3.09 Escrow Agent (and any successor Escrow Agentescrow agent) may at any time may be discharged from its duties and obligations hereunder by the delivery to it of notice of termination signed by Purchaser and Seller or at any time may resign from by giving written notice to such effect to Purchaser and Seller. Upon any such termination or resignation, Escrow Agent shall deliver the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) Escrowed Funds to any successor Escrow Agent escrow agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the AppointmentAgreement. The termination or resignation of the Escrow Agent will shall take effect on the earlier of (a) the appointment of a successor Escrow Agent and (including a court of competent jurisdiction) or (b) the date which day that is thirty (30) days after the date of delivery delivery: (i) to Escrow Agent of its the other parties' notice of termination or (ii) to the other parties hereto of Escrow Agent's written notice of resignation to the Partiesresignation. If at that time the Escrow Agent has not received a designation of a successor escrow agent, Escrow Agent, the Escrow Agent’s responsibilities 's sole responsibility after that time shall be limited to holding keep the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents Escrowed Funds safe until receipt of a designation of successor escrow agent or a successor joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction.
3.10 Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and filing may rely without any liability upon the Stay Documents (if not previously filed)contents thereof.
6.7 This 3.11 In the event of any disagreement among or between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agreement and Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Appointment Escrowed Funds until Escrow Agent shall terminate automatically upon either: have received (a) the Escrow Agent’s a final and non-appealable order of a court of competent jurisdiction in North Carolina directing delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; Escrowed Funds or (b) a written agreement executed by the other parties hereto directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order referred to in (a) above shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that said court order is final and non-appealable. Escrow Agent shall act on such court order and legal opinions without further question.
3.12 As consideration for its agreement to act as Escrow Agent as herein described, Purchaser shall pay the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents 's fees determined in accordance with Section 4 hereofthe terms set forth on Exhibit A hereto (and made a part of this Escrow Agreement as if herein set forth). Upon the termination of the AppointmentIn addition, the Purchaser and Seller agree to reimburse Escrow Agent shall be discharged from (on a 50/50 basis) for all reasonable expenses, disbursements, and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses, and liabilities hereunder arising after the date disbursements of such terminationits counsel).
Appears in 1 contract
Concerning Escrow Agent. 6.1 The 3.1. Escrow Agent shall hold have no duties or responsibilities except those set forth herein and in the Settlement Agreement, the Stay Documents, the Stay Removal Documents Contract. Seller and the Dismissal Documents received by it hereunder with the same degree of care with which it holds its own similar property.
6.2 This Escrow Agreement sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Purchaser acknowledge that Escrow Agent is entering into this Escrow Agreement serving without compensation, solely in its capacity as an Escrow Agent. No implied duties accommodation to the parties hereto, and except for the negligence or obligations shall be read into willful misconduct of, or breach of the Appointment against terms of this Agreement by, the Escrow Agent, and the Escrow Agent shall not be obliged have no liability of any kind whatsoever arising out of or in connection with its activity as Escrow Agent. Seller and Purchaser jointly and severally agree to expend any of its own funds in the performance of its duties hereunder. The and do hereby indemnify and hold harmless Escrow Agent shall not be bound by the provisions of any other agreement by which any Party is obligatedfrom all suits, actions, loss, costs, claims, damages, liabilities, and expenses (including, without limitation, attorneys’ fees and disbursements) (“Liabilities”) which may be incurred by reason of its acting as Escrow Agent. In no event shall the Settlement Agreement.
6.3 The Escrow Agent shall not be liable under for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Escrow Agent knew of the possibility or likelihood of such damages. Escrow Agent’s substantial compliance with its standard procedures for provision of the services required pursuant to this Escrow Agreement except shall be deemed to constitute the extent exercise of its own negligence or willful misconductordinary and due care. The Alfa Parties, on the one hand, Purchaser and the Telenor Parties, on the other hand, shall Seller hereby agree to jointly and severally indemnify and hold harmless the Escrow Agent (Agent, and any successor Escrow Agent) its successors and assigns, from and against any and all losses, liabilities, claims, actions, damages and expenses, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of or Liabilities asserted against them in connection with this Escrow Agreement and the Appointment; provided that none Agreement, other than those Liabilities caused by their negligence, willful misconduct or breach of the Alfa Parties shall be liable to the Escrow Agent for the payment terms of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)this Agreement.
6.4 The 3.2. In its capacity as Escrow Agent, Escrow Agent shall not be entitled responsible for the genuineness or validity of any instrument, document or item deposited with it, and shall have no responsibility other than to rely upon faithfully follow the instructions contained herein. The parties hereto agree that Escrow Agent is fully protected in acting in accordance with any order, judgment, certification, demand, notice, written instrument or other writing delivered given to it hereunder without being required to determine the authenticity or the correctness of by any fact stated therein or the propriety or validity of the service thereof. The parties hereto believed by Escrow Agent may act in reliance upon any instrument or signature believed to have been signed by it to be genuine and the proper person. Escrow Agent may assume that any Person person purporting to give any notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof hereunder has been duly authorized to do so.
6.5 The . Escrow Agent shall not be required have no obligation to review or confirm that actions taken pursuant to such notice in accordance with this Agreement comply with any other agreement or document.;
3.3. Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein and in the Contract. Escrow Agent shall have no duty to enforce any obligation of any person to make any investigation into payment or delivery or to enforce any obligation of any person to perform any other act. Escrow Agent shall have no liability to the facts other parties hereto or matters stated in to anyone else by reason of any resolutionfailure on the part of any party hereto or any maker, certificate guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under such document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document;
3.4. The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment and shall not be liable for any action taken or omitted in accordance with such advice.
6.6 The Escrow Agent (and any successor Escrow Agent) may at any time resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from entitled to select any and all further obligations counsel who may be retained to defend or prosecute any action on behalf of Escrow Agent under or arising in connection with out of this Agreement;
3.5. Escrow Agent hereunder may resign at any time on giving ten (10) Business Days prior written notice to that effect to each of the Seller and Purchaser. In such event, a successor Escrow Agent shall be selected by the Seller and approved by the Purchaser, such approval not to be unreasonably withheld or delayed. Escrow Agent shall then deliver to the successor Escrow Agent the Deposit and any interest earned thereon, if any, to be held by the successor Escrow Agent pursuant to the terms of this Escrow Agreement and the AppointmentAgreement. The resignation of the If no successor Escrow Agent will take effect on the earlier of is designated and qualified within ten (a10) Business Days after Escrow Agent’s resignation is effective, Escrow Agent may apply to a qualified court for the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the PartiesAgent. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time The expenses thereof shall be limited to holding equally borne by the Settlement Agreement, the Stay Removal Documents Seller and the Dismissal Documents until receipt Purchaser;
3.6. The duties and obligations of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed).
6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all determined solely by the express provisions of this Agreement, and, except as expressly set forth herein, Escrow Agent will not be charged with knowledge of any provisions of the Contract or any other documents executed in connection with the Contract. Escrow Agent shall not be liable except for the performance of its duties and liabilities hereunder obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent;
3.7. If either Purchaser or Seller becomes subject to a voluntary or involuntary proceeding under the United States Bankruptcy Code, or if the Escrow Agent is otherwise served with legal process which Escrow Agent in good faith believes affects funds deposited with Escrow Agent, Escrow Agent shall have the right to place a hold on funds deposited with the Escrow Agent until such time as Escrow Agent receives an appropriate court order or other assurances satisfactory to Escrow Agent (in Escrow Agent’s sole discretion) establishing that the funds may continue to be held or disbursed, as the case may be, according to the instructions contained in this Agreement. Escrow Agent shall not be liable or responsible for any failure, refusal or inability of the depository into which the Deposit is deposited to pay the Deposit at Escrow Agent’s direction, or for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. Escrow Agent shall not be responsible for any interest except for such interest as is actually received (which interest received shall be added to and considered part of the Deposit), nor shall Escrow Agent be responsible for the loss of any interest arising after from the date closing of any account or the sale of any certificate of deposit or other instrument prior to maturity. Escrow Agent no liability in the event of failure, insolvency, or inability of the depository to pay said funds or accrued interest upon demand for withdrawal; and
3.8. If at any time Escrow Agent, in good faith, is in doubt as to the action it should take under this Agreement, Escrow Agent shall have the right (i) to place a hold on funds on deposit with the Escrow Agent until such terminationtime as Escrow Agent receives an appropriate court order or other assurances satisfactory to Escrow Agent as to the disposition of funds in the Escrow Agent’s possession; or (ii) to commence, at the expense of both the Seller and the Purchaser, an interpleader action in any court of competent jurisdiction situated in New York County in the State of New York and to take no further action except in accordance with joint instructions from Purchaser and Seller or in accordance with the final order of the court in such action.
Appears in 1 contract
Concerning Escrow Agent. 6.1 The (a) Escrow Agent shall hold the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received by it hereunder with the same degree of care with which it holds its own similar property.
6.2 This Escrow Agreement sets undertakes to perform only such duties as are specifically set forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointmentherein. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agent. No implied duties or obligations shall be read into the Appointment against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds acting or refraining from acting in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any other agreement by which any Party is obligatedgood faith, including, without limitation, the Settlement Agreement.
6.3 The Escrow Agent shall not be liable under this Escrow Agreement except to the extent for any mistake of its own negligence fact or error in judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct. The Alfa Parties, on the one handmisconduct or gross negligence, and the Telenor Parties, on the other hand, shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of or in connection with this Escrow Agreement and the Appointment; provided that none of the Alfa Parties shall be liable to the Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties).
6.4 The Escrow Agent shall be entitled to rely conclusively upon (i) any order, judgment, certification, demand, written notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give notice have been signed or receipt presented by the proper party or advice or make any statement or execute any document in connection with the provisions hereof has been parties duly authorized in this Agreement or otherwise to do so., and (ii) the advice of counsel retained by it. The parties hereto shall severally, but not jointly, indemnify and hold Escrow Agent, its directors, employees, officers, agents, successors and assigns harmless for any damages, losses, claims, liabilities and expenses any of them incurs for acting or refraining from acting in good faith hereunder, which damages were not caused by willful misconduct or gross negligence. Escrow Agent is not responsible for, is not a party to, and is not bound by, any of the terms and/or conditions of the Purchase Agreement or any other agreement between the parties and may rely exclusively on the notices as set forth in Article II of this Agreement to satisfy its role as Escrow Agent;
6.5 The (b) Escrow Agent shall not be required to make to, and shall not, expend or risk any investigation into the facts of its own funds or matters stated in otherwise incur any resolution, certificate or other document, but financial liability in the event it has reasonable doubts as to the accuracy performance of such statement any of facts or matters set forth in such resolution, certificate or other document, it its duties hereunder;
(c) Escrow Agent shall not be liable for failure any consequential, punitive or special damages. Escrow Agent shall disburse funds only to take action in accordance the extent that funds have been deposited with such resolutionit and, certificate or other document. The for greater certainty, shall not at any time have any duty to expend its own funds;
(d) Escrow Agent may act pursuant to consult with legal counsel at the advice expense of counsel with respect the Partners’ Representatives and Purchasers as to any matter relating to this Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel;
(e) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the Appointment control of Escrow Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of any wire or communication facility);
(f) Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement;
(g) in the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retaining possession of the Escrow Deposit, unless Escrow Agent receives written instructions, signed by the Partners’ Representatives and Purchasers, which eliminates such ambiguity or uncertainty;
(h) the parties hereto other than Escrow Agent shall provide to Escrow Agent an incumbency certificate, in the form of Exhibit F hereto setting out the names and sample signatures of persons authorized to give instructions to Escrow Agent hereunder. Escrow Agent shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. Escrow Agent shall be entitled to refuse to act upon any instructions given by a party that are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section 3.5(h);
(i) Escrow Agent shall be entitled to rely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile transmission; and
(j) Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any action taken or omitted in accordance with such advice.
6.6 The other reason whatsoever, Escrow Agent (and reasonably determines that such act might cause it to be in non-compliance with any successor anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should Escrow Agent) may Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) on written notice to Purchasers and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the Appointment. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time shall be limited to holding the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents until receipt of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed)Partners’ Representatives.
6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all its duties and liabilities hereunder arising after the date of such termination.
Appears in 1 contract
Samples: Stock and Unit Purchase Agreement (Graham Packaging Holdings Co)
Concerning Escrow Agent. 6.1 The Escrow Agent shall hold have no duties or responsibilities except those set forth herein and in the Settlement Agreement, the Stay Documents, the Stay Removal Documents Contract. Seller and the Dismissal Documents received by it hereunder with the same degree of care with which it holds its own similar property.
6.2 This Escrow Agreement sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Purchaser acknowledge that Escrow Agent is entering into this Escrow Agreement serving without compensation, solely in its capacity as an Escrow Agent. No implied duties accommodation to the parties hereto, and except for the negligence or obligations shall be read into willful misconduct of, or breach of the Appointment against terms of this Agreement by, the Escrow Agent, and the Escrow Agent shall not be obliged have no liability of any kind whatsoever arising out of or in connection with its activity as Escrow Agent. Seller and Purchaser jointly and severally agree to expend any of its own funds in the performance of its duties hereunder. The and do hereby indemnify and hold harmless Escrow Agent shall not be bound by the provisions of any other agreement by which any Party is obligatedfrom all suits, actions, loss, costs, claims, damages, liabilities, and expenses (including, without limitation, attorneys’ fees and disbursements) (“Liabilities”) which may be incurred by reason of its acting as Escrow Agent. In no event shall the Settlement Agreement.
6.3 The Escrow Agent shall not be liable under for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Escrow Agent knew of the possibility or likelihood of such damages. Escrow Agent's substantial compliance with its standard procedures for provision of the services required pursuant to this Escrow Agreement except shall be deemed to constitute the extent exercise of its own negligence or willful misconductordinary and due care. The Alfa Parties, on the one hand, Purchaser and the Telenor Parties, on the other hand, shall Seller hereby agree to jointly and severally indemnify and hold harmless the Escrow Agent (Agent, and any successor Escrow Agent) its successors and assigns, from and against any and all losses, liabilities, claims, actions, damages and expenses, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of or Liabilities asserted against them in connection with this Escrow Agreement and the Appointment; provided that none Agreement, other than those Liabilities caused by their negligence, willful misconduct or breach of the Alfa Parties shall be liable to the Escrow Agent for the payment terms of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)this Agreement.
6.4 The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment and shall not be liable for any action taken or omitted in accordance with such advice.
6.6 The Escrow Agent (and any successor Escrow Agent) may at any time resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the Appointment. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time shall be limited to holding the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents until receipt of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed).
6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all its duties and liabilities hereunder arising after the date of such termination.
Appears in 1 contract
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
3.01 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.02 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.03 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties Escrowed Funds; or any loss of interest incident to any such delays. This Section 3.03 shall be liable to survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)Agent.
6.4 The 3.04 Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume assume, if in good faith, that any Person person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The 3.05 Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment this Escrow Agreement and shall not be liable for any action taken or omitted in good faith and in accordance with such advice.
6.6 The 3.06 Escrow Agent does not have any interest in the Escrowed Funds deposited hereunder, but is serving as escrow holder only. Any payments of income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. This Section 3.06 shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent.
3.07 Escrow Agent makes no representation as to the validity, value, genuineness, or the collectibility of any security or other documents or instrument held by, or delivered to, it.
3.08 Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
3.09 Escrow Agent (and any successor Escrow Agentescrow agent) may at any time may be discharged from its duties and obligations hereunder by the delivery to it of notice of termination signed by Purchaser and Seller or at any time may resign from by giving written notice to such effect to Purchaser and Seller. Upon any such termination or resignation, Escrow Agent shall deliver the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) Escrowed Funds to any successor Escrow Agent escrow agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the AppointmentAgreement. The termination or resignation of the Escrow Agent will shall take effect on the earlier of (a) the appointment of a successor Escrow Agent and (including a court of competent jurisdiction) or (b) the date which day that is thirty (30) days after the date of delivery delivery: (i) to Escrow Agent of its the other parties' notice of termination or (ii) to the other parties hereto of Escrow Agent's written notice of resignation to the Partiesresignation. If at that time the Escrow Agent has not received a designation of a successor escrow agent, Escrow Agent, the Escrow Agent’s responsibilities 's sole responsibility after that time shall be limited to holding keep the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents Escrowed Funds safe until receipt of a designation of successor escrow agent or a successor joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction.
3.10 Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and filing may rely without any liability upon the Stay Documents (if not previously filed)contents thereof.
6.7 This 3.11 In the event of any disagreement among or between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agreement and Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Appointment Escrowed Funds until Escrow Agent shall terminate automatically upon either: have received (a) a final and non-appealable order of a court of competent jurisdiction in the Escrow Agent’s United States of America directing delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; Escrowed Funds or (b) a written agreement executed by the other parties hereto directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order referred to in (a) above shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that said court order is final and non-appealable. Escrow Agent shall act on such court order and legal opinions without further question.
3.12 As consideration for its agreement to act as Escrow Agent as herein described, Purchaser and Seller shall share equally and pay the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents 's fees determined in accordance with Section 4 hereofthe terms set forth on Exhibit A hereto (and made a part of this Escrow Agreement as if herein set forth). Upon the termination of the AppointmentIn addition, the Purchaser and Seller agree to reimburse Escrow Agent shall be discharged from (on a 50/50 basis) for all reasonable expenses, disbursements, and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses, and liabilities hereunder arising after the date disbursements of such terminationits counsel).
Appears in 1 contract
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
3.01 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.02 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.03 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties Escrowed Funds; or any loss of interest incident to any such delays. This Section 3.03 shall be liable to survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent for the payment of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties)Agent.
6.4 The 3.04 Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume assume, if in good faith, that any Person person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The 3.05 Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to the Appointment this Escrow Agreement and shall not be liable for any action taken or omitted in good faith and in accordance with such advice.
6.6 The 3.06 Escrow Agent does not have any interest in the Escrowed Funds deposited hereunder, but is serving as escrow holder only. Any payments of income from the Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. This Section 3.06 shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Agent.
3.07 Escrow Agent makes no representation as to the validity, value, genuineness, or the collectibility of any security or other documents or instrument held by, or delivered to, it.
3.08 Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
3.09 Escrow Agent (and any successor Escrow Agentescrow agent) may at any time may be discharged from its duties and obligations hereunder by the delivery to it of notice of termination signed by Purchaser and Seller or at any time may resign from by giving written notice to such effect to Purchaser and Seller. Upon any such termination or resignation, Escrow Agent shall deliver the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) Escrowed Funds to any successor Escrow Agent escrow agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the AppointmentAgreement. The termination or resignation of the Escrow Agent will shall take effect on the earlier of (a) the appointment of a successor Escrow Agent and (including a court of competent jurisdiction) or (b) the date which day that is thirty (30) days after the date of delivery delivery: (i) to Escrow Agent of its the other parties' notice of termination or (ii) to the other parties hereto of Escrow Agent's written notice of resignation to the Partiesresignation. If at that time the Escrow Agent has not received a designation of a successor escrow agent, Escrow Agent, the Escrow Agent’s responsibilities 's sole responsibility after that time shall be limited to holding keep the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents Escrowed Funds safe until receipt of a designation of successor escrow agent or a successor joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction.
3.10 Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and filing may rely without any liability upon the Stay Documents (if not previously filed)contents thereof.
6.7 This 3.11 In the event of any disagreement among or between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agreement and Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Appointment Escrowed Funds until Escrow Agent shall terminate automatically upon either: have received (a) a final and non-appealable order of a court of competent jurisdiction in the Escrow Agent’s United States of America directing delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; Escrowed Funds or (b) a written agreement executed by the other parties hereto directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order referred to in (a) above shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to Escrow Agent to the effect that said court order is final and non-appealable. Escrow Agent shall act on such court order and legal opinions without further question.
3.12 As consideration for its agreement to act as Escrow Agent as herein described, Purchaser shall pay the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents 's fees determined in accordance with Section 4 hereofthe terms set forth on Exhibit A hereto (and made a part of this Escrow Agreement as if herein set forth). Upon the termination of the AppointmentIn addition, the Purchaser and Seller agree to reimburse Escrow Agent shall be discharged from (on a 50/50 basis) for all reasonable expenses, disbursements, and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses, and liabilities hereunder arising after the date disbursements of such terminationits counsel).
Appears in 1 contract
Concerning Escrow Agent. 6.1 The To induce Escrow Agent to act hereunder, it is further agreed by Seller and Purchaser that:
3.01 Escrow Agent shall hold not be under any duty to give the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received Escrowed Funds held by it hereunder with the same any greater degree of care with which than it holds gives its own similar propertyproperty and shall not be required to invest any funds held hereunder except as directed in this Agreement.
6.2 3.02 This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent to the Appointment. The Escrow Agent is entering into this Escrow Agreement solely in its capacity as an Escrow Agenthereto. No implied duties or obligations shall be read into the Appointment this Agreement against the Escrow Agent, and the Escrow Agent shall not be obliged to expend any of its own funds in the performance of its duties hereunder. The Escrow Agent shall not be bound by the provisions of any agreement among the other agreement by which any Party is obligated, including, without limitation, the Settlement parties hereto except this Agreement.
6.3 The 3.03 Escrow Agent shall not be liable under this Escrow Agreement liable, except to the extent of for its own gross negligence or willful misconduct. The Alfa Parties, on the one handand, and the Telenor Partiesexcept with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, on the other hand, parties hereto shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, reasonable third party attorneys’ fees and disbursements, arising out of any liability for any delays (not resulting from gross negligence or willful misconduct) in connection with this Escrow Agreement and the Appointment; provided that none investment or reinvestment of the Alfa Parties shall be liable to the Escrow Agent for the payment Escrowed Funds; or any loss of any fees and/or expenses (if any) of the Escrow Agent (or those of its agents and/or its attorneys) incurred in connection with the services provided hereunder (such fees and/or expenses (if any) being the sole responsibility of the Telenor Parties).
6.4 The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
6.5 The Escrow Agent shall not be required to make any investigation into the facts or matters stated in any resolution, certificate or other document, but in the event it has reasonable doubts as to the accuracy of such statement of facts or matters set forth in such resolution, certificate or other document, it shall not be liable for failure to take action in accordance with such resolution, certificate or other document. The Escrow Agent may act pursuant to the advice of counsel with respect interest incident to any matter relating to the Appointment and shall not be liable for any action taken or omitted in accordance with such advice.
6.6 The Escrow Agent (and any successor Escrow Agent) may at any time resign from the Appointment by delivering the Settlement Agreement, the Stay Documents (if still held by it), the Stay Removal Documents (if still held by it) and the Dismissal Documents (if still held by it) to any successor Escrow Agent jointly designated by Altimo (on behalf of the Alfa Parties) and Telenor Mobile (on behalf of the Telenor Parties) in writing, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement and the Appointmentdelays. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor Escrow Agent and (b) the date which is thirty (30) days after the date of delivery of its written notice of resignation to the Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s responsibilities after that time shall be limited to holding the Settlement Agreement, the Stay Removal Documents and the Dismissal Documents until receipt of a designation of a successor Escrow Agent and filing the Stay Documents (if not previously filed).
6.7 This Escrow Agreement and the Appointment shall terminate automatically upon either: (a) the Escrow Agent’s delivery of the Settlement Agreement and confirmation of filing of all the Dismissal Documents in accordance with Section 5 hereof; or (b) the Escrow Agent’s confirmation of the destruction of the Settlement Agreement and the Non-Ukrainian Dismissal Documents and the filing of the Stay Removal Documents in accordance with Section 4 hereof. Upon the termination of the Appointment, the Escrow Agent shall be discharged from all its duties and liabilities hereunder arising after the date of such termination.This
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