Concerning the Escrow Agent Clause Samples
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Concerning the Escrow Agent. (a) The Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed pursuant to Section 1 of this Escrow Agreement.
(b) This Escrow Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any other agreement among the parties hereto except this Escrow Agreement.
(c) The Escrow Agent shall not be liable, except for its own gross negligence, willful misconduct or breach of this Escrow Agreement, and, except with respect to claims based upon such gross negligence, willful misconduct or breach of this Escrow Agreement, that are successfully asserted against the Escrow Agent, the other 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 and expenses, including reasonable attorney's fees and disbursements, arising out of and in connection with this Escrow Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any Escrow Funds held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence, willful misconduct or breach of this Escrow Agreement) in the investment or reinvestment of the Escrow Funds, or any loss of interest incident to any such delays.
(d) 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 proprieties, validity or the service thereof. The Escrow Agent may act in reliance upon any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give notice or advice, accept receipt of or execute any document, or make any statement in connection with the provisions hereof, has been duly authorized to do so.
(e) The Escrow Agent may act pursuant to the advice of counsel with respect ...
Concerning the Escrow Agent. 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.
6.2. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner, and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the safekeeping of such certificates, monies, instruments, or other document received by it as such escrow holder, and for the disposition of the same in accordance with the written instruments accepted by it in the escrow.
6.3. Pledgee and the Pledgor hereby agree, to defend and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits, or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including attorneys' fees and costs of defending any action, suit, or proceeding or resisting any claim (and any costs incurred by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification of attorneys' fees and court costs regarding any suit, proceeding or otherwise, or any other expenses, fees, or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between the makers of this escrow as to the correct interpretation of this Agreement and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold said property until and unless said additional expenses, fees, and charges shall be fully paid. Any fees and costs charged by the Escrow Agent f...
Concerning the Escrow Agent. (a) The Escrow Agent shall be entitled to receive such fees as are reasonable and customary as compensation for its services hereunder, and shall be reimbursed for all reasonable expenses, disbursements, and advances incurred or made by the Escrow Agent in performance of its duties hereunder. Such fee and reimbursements shall be paid one-half by Buyer and one-half by the Sellers, as per the Fee Schedule (the "Fee Schedule") attached hereto as Annex B other than (i) those fees set forth in Section 3 of such Fee Schedule, which will be borne solely by Sellers, except in the case of fees for wire transfers made pursuant to Section 3 of this Escrow Agreement, which will be borne one-half by Buyer and one-half by Sellers, and (ii) the Acceptance Fee specified in the Fee Schedule, which shall be paid immediately by the Sellers following the deposit of funds pursuant to Section 1 of this Escrow Agreement.
(b) The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Buyer and the Sellers specifying a date when such resignation shall take effect. Upon such notice, a successor Escrow Agent shall be appointed with the consent of Buyer and the Sellers, such successor Escrow Agent to become Escrow Agent hereunder upon the resignation date specified in such notice. If Buyer and the Sellers are unable to agree upon a successor Escrow Agent within 30 days after such notice, the Escrow Agent shall be entitled to apply to a court of competent jurisdiction for the appointment of a successor escrow agent, with any expenses to be shared equally by the Buyer on the one hand and the Sellers on the other hand. The Escrow Agent shall continue to serve until its successor accepts the terms of the escrow and receives the Escrow Fund. Buyer and the Sellers hereto shall have the right at any time upon their mutual consent to substitute a new Escrow Agent by giving notice thereof to the Escrow Agent then acting.
(c) With the exception of Section 2.3 and Article X of the Agreement and the related definitions, the Escrow Agent shall not be charged with knowledge of the Agreement.
(d) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or power conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), ...
Concerning the Escrow Agent. (a) The Escrow Agent shall be reimbursed for any and all reasonable expenses, disbursements, and advances incurred or made by the Escrow Agent in performance of its duties hereunder. Polara shall be responsible for all fees and reimbursements due to the Escrow Agent.
(b) The Escrow Agent may resign with or without cause and be discharged from its duties hereunder any time by giving written notice of such resignation to Park Hill, the Park Hill Shareholders, and Polara specifying a date which such resignation shall take effect. Upon such notice, a successor escrow agent shall be appointed by Park Hill, the Park Hill Shareholders, and Polara upon their mutual agreement, such successor escrow agent to become escrow agent hereunder upon the resignation date specified in such notice. If Park Hill, the Park Hill Shareholders, and Polara are unable to agree upon a successor escrow agent within 30 days after such notice, the Escrow Agent in its sole and absolute discretion shall be entitled to appoint its successor or to petition a court of competent jurisdiction for the appointment of a successor escrow agent. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrow Shares. Park Hill, the Park Hill Shareholders, and Polara shall have the right at any time upon their mutual consent to substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting.
(c) The Escrow Agent undertakes to perform such duties as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument, or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. The Escrow Agent shall have no responsibility for the contents of any writing contemplated herein and may rely without any liability upon the contents thereof.
(d) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder nor for action taken or omitted by it in good faith, and in accordance with advice of counsel.
(e) The parties jointly and severally agree to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and the parties agree jointly to indemnify the Escrow Agent and hold it ha...
Concerning the Escrow Agent. The Escrow Agent is not a party to, and is not bound by or charged with notice of, any agreement (other than this Agreement) out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other Party hereunder or for the identity or authority of any Person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any Party (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such Person’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the Persons referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
Concerning the Escrow Agent. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:
Concerning the Escrow Agent. The parties understand and agree as follows:
(a) The Escrow Agent is not a trustee for any party for any purpose, and is merely acting as a depository and in a ministerial capacity hereunder with the limited duties herein prescribed.
Concerning the Escrow Agent. The following provisions will govern the Escrow Agent's rights, powers, obligations and duties under this Escrow Agreement, notwithstanding anything herein to the contrary:
(a) the Escrow Agent undertakes to perform such duties, and only such duties, as are expressly set forth in this Escrow Agreement. No implied duties, obligations or covenants will be read into this Escrow Agreement;
(b) the Escrow Agent shall not be liable for any act, omission, default or misconduct of Party A, Party B or any other person and shall not be liable for monitoring the performance of any such person, and may assume each such person's performance of its respective obligations hereunder and under the documents related hereto absent written notice received by a Responsible Officer of the Escrow Agent to the contrary. "Responsible Officer" means any officer within ▇▇▇▇▇ Fargo Bank's corporate trust office with direct responsibility for the administration of this Escrow Agreement or to whom any matter contemplated by this Escrow Agreement is referred because of his or her knowledge of or familiarity with a particular subject;
Concerning the Escrow Agent. The fee of the Escrow Agent hereunder is as set forth on Schedule I attached hereto, which fee shall be nonrefundable and paid in advance by the Company. The Company also agrees to pay on demand the costs and expenses of the Escrow Agent, including the reasonable fees and expenses of counsel selected by the Escrow Agent, other than the costs and expenses reimbursed pursuant to Section 4, incurred in connection with its duties hereunder.
Concerning the Escrow Agent. The Trust and ICM acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for the performance of such duties as are specifically set forth in this Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve expense or liability unless it shall have been furnished with indemnity acceptable to it; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.