Common use of Concerning the Escrow Agent Clause in Contracts

Concerning the Escrow Agent. a. Each party to this Agreement acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPA), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Make Good Agreement. d. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. dollars.

Appears in 1 contract

Samples: Make Good Escrow Agreement (L & L International Holdings, Inc)

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Concerning the Escrow Agent. a. Each party to this Agreement Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPASecurities Purchase Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. . The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Make Good Agreement. d. . The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. . Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All . Unless and except to the extent otherwise expressly set forth herein, all deposits and payments hereunder, or pursuant to the terms hereof (including without limitation all payments to the Escrow Agent hereunder pursuant to Section 6, shall be in U. S. U.S. dollars.

Appears in 1 contract

Samples: Holdback Escrow Agreement (Energroup Holdings Corp)

Concerning the Escrow Agent. a. Each party Notwithstanding any provision contained herein to this Agreement acknowledges the contrary, the Escrow Agent including its officers, directors, employees and agrees that agents, shall: (a) be, and hereby is, jointly and severally indemnified and saved harmless by the Principals from all claims, liabilities, judgments, fines, settlements, expenses, demands, costs, penalties, losses, actions, suits or proceedings at law or equity, or any other expenses, fees or charges of any character or nature, including attorney fees and expenses (collectively, “Losses”), which may be incurred by it, directly or indirectly, as a result of its acceptance of the Escrow Account or arising from or in any way connected to the performance of its duties hereunder, unless such Losses shall have been finally adjudicated to have been caused by the bad faith, gross negligence, willful misconduct or fraud of the Escrow Agent (each as determined by a final, nonappealable order, judgment, decree or ruling of a court of competent jurisdiction), and such indemnification shall survive its resignation or removal, or the termination of this Agreement; (b) in the event that (i) any dispute shall arise between the parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands by the other parties hereto or otherwise, (A) after seeking the advice of legal counsel, be responsible entitled to refrain from taking any action in that instance and its sole obligation, in addition to those of its duties hereunder as to which there is no such uncertainty and which are not impacted by such uncertainty, shall be to keep safely all property, if any, held in the Escrow Account until it shall be directed by a Joint Instruction or by a final, nonappealable order of a court of competent jurisdiction or (B) be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to same; (c) have only those duties, responsibilities or obligations as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the agreements referred parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or described herein (document between the other parties hereto, in connection herewith, including without limitation the SPA), or for determining or compelling compliance therewithMerger Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall not otherwise be bound therebyinferred from the terms of this Agreement or any other Agreement. Notwithstanding any other provision in this Agreement (i) the Escrow Agent shall be liable for its willful misconduct or gross negligence (each as determined by a final nonappealable order, judgment, decree or ruling of a court of competent jurisdiction) and (ii) in no event shall the Escrow Agent be obligated only liable for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performedspecial, each of which is ministerial (and shall not be construed to be fiduciary) in naturepunitive, and no implied duties indirect, consequential or obligations incidental loss or damage of any kind shall be read into this Make Good Agreement against whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or on the part damage. Any liability of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and Agent under this Escrow Agreement shall be limited to the amount of fees paid to the Escrow Agent under this Agreement; (d) be fully 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, certificate, request or other 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 incur no responsibility liability with respect to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it, in reliance upon any notice, direction, instruction, consent, statement or other document (including, but not limited to a settlement agreement) believed by it hereunder in good faith to be genuine and in accordance duly authorized, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (e) have the right, but not the obligation, to consult with the opinion or advice counsel of such counsel. The Escrow Agent has acted as legal counsel for the Company choice and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for and shall be fully protected in respect of any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if either in accordance with the Escrow Agent has been informed of the likelihood advice of such loss counsel or damage in accordance with any opinion of counsel to Seller Representative addressed and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has delivered to the Escrow Agent; (f) have the right to perform any of its duties hereunder through its agents, except to attorneys, custodians or nominees; (g) not be responsible or liable in any manner for the extent that such action sufficiency, collection, correctness, genuineness or omission validity of any book-entry depositoryrevenues, securities intermediary cash, payments, securities, property, funds, investments, income, earnings or other subescrow agent was caused amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent’s own gross negligence ; (h) have the right to engage or willful misconduct be interested in breach any financial or other transaction with the Company or any party hereto or affiliate thereof, and may act as depositary, trustee or agent for, any committee or body of this Make Good Agreement. d. The holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent is hereby authorizedhereunder; (i) not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; (j) not take instructions or directions except those given in making accordance with this Escrow Agreement; (k) not incur any liability for not performing any act, duty, obligation or disposing responsibility by reason of any investment permitted by this Make Good Agreement, or in carrying out any sale of occurrence beyond the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent control of the Escrow Agent (including without limitation any act or for provision of any third present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and (l) not be called upon to advise any person or dealing entity as principal for its own accountto any investments with respect to any security, property or funds in escrow hereunder or the dividends, distributions, income, interest or earnings thereon. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. dollars.

Appears in 1 contract

Samples: Escrow Agreement (Cogdell Spencer Inc.)

Concerning the Escrow Agent. a. Each party to this Agreement acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPA), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Make Good Agreement. d. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. U.S. dollars.

Appears in 1 contract

Samples: Make Good Escrow Agreement (L & L International Holdings, Inc)

Concerning the Escrow Agent. a. Each party to this Agreement Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPARefund Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue Any references herein to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent joint instructions or words of similar import include any instructions signed in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreementcounterpart. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Make Good Agreement. d. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. dollars.

Appears in 1 contract

Samples: Cash Escrow Agreement

Concerning the Escrow Agent. a. Each party In performing its duties under this Escrow Agreement and notwithstanding anything to this Agreement acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPA), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth contrary contained in this Make Good Agreement on its part to be performedAgreement, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, including its officers, directors, employees and agents: (iiia) shall not be obligated is authorized to take act upon any legal statement, consent, agreement or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, statementnot only as to its due execution, certificateits validity and the effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, request or other document furnished to it hereunder and believed by it which the Escrow Agent shall in good faith believe to be genuine and to have been signed by a proper person or presented by the proper person, and persons; (b) shall have no responsibility to make inquiry as to inquire into or to determine the genuineness, accuracy authenticity, or validity thereof (sufficiency of any securities, checks, or other documents or instruments submitted to it in connection with its duties hereunder and shall be under no duty to make any investigation or any signature appearing thereon), inquiry as to any statements contained or matters referred to in any such writing; (c) shall be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the authority parties hereto and shall be entitled to rely upon the genuineness of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice signatures of such counsel in any instance shall be full signatories without inquiry and complete authorization and protection in respect without requiring substantiating evidence of any kind. (d) shall have no liability for any action taken, suffered or omitted by omission to act with respect to its duties under this Escrow Agreement so long as it hereunder shall have acted in good faith and without gross negligence; (e) shall have no responsibility or liability for any diminution which may result from any investments or reinvestments made in accordance with any provision which may be contained herein and shall be entitled to sell or liquidate any such investments at such time and in such amounts as it deems necessary to pay out and disburse funds as provided in this Agreement; (f) shall have no obligation to make any payments hereunder (i) except from the opinion Escrow Amount and any earnings thereon and (ii) until it has received from the party entitled to such payment an IRS Form W-9; (g) shall be entitled to refrain from taking any action contemplated by this Agreement in the event it becomes aware of any disagreement between the parties as to any facts or advice the happening of any event precedent to such counsel. The action. (h) shall have no obligation to report any earnings on the Escrow Agent has acted as legal counsel for Amount or to prepare any federal, state or local tax return in connection therewith except to the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as extent the Escrow Agent hereunder. The Buyers and all other parties is required by law to make any such report or prepare any such return. (i) Escrow Agent is not obligated to render any statements or notices of non-performance hereunder to any party hereto but may in its discretion inform any party hereto or its authorized representative of any matters pertaining to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The (j) Escrow Agent shall not be liable to anyone for charged with knowledge of any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirectfact, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoeverperformance or non-performance of any condition hereunder, even if unless it has actually received written notice thereof from one of the parties pursuant to Section 14 hereof, such notice clearly referring to this Agreement. Unless it is specifically otherwise provided herein, Escrow Agent has been informed of no duty to determine or inquire into the likelihood of such loss happening or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account occurrence of any action event or omission contingency or the performance or failure of any book-entry depositoryperformance of Enterprise or Aviant hereunder, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to with the Escrow Agent, except 's sole duty hereunder being to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by safeguard the Escrow Agent’s own gross negligence or willful misconduct Amount and to disburse the same in breach of accordance with this Make Good Agreement. d. The ; provided, however, that if Escrow Agent is hereby authorized, in making or disposing of any investment permitted called upon by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement)Agreement to determine the occurrence of any event or contingency, Escrow Agent may request from Enterprise or Aviant such additional evidence as Escrow Agent in its sole discretion may deem necessary to determine any fact relating to the case occurrence of such event or contingency, and in connection therewith may bemake inquiries of, and consult with, among others, Enterprise or Aviant at any time. f. All payments to (k) It is the intention of the parties hereto that Escrow Agent hereunder shall never be required to use or advance its own funds or (except as expressly provided in Section 11) otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. (l) Escrow Agent may consult with legal counsel selected and retained by it and shall be fully protected with respect to any action or inaction under this Agreement taken or suffered in U. S. dollarsgood faith by Escrow Agent in accordance with and reliance upon the opinion of such counsel.

Appears in 1 contract

Samples: Escrow Agreement (Superior Consultant Holdings Corp)

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Concerning the Escrow Agent. a. Each party to this Agreement Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPA), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence or willful misconduct in breach of this Make Good Agreement. d. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. U.S. dollars.

Appears in 1 contract

Samples: Make Good Escrow Agreement (Energroup Holdings Corp)

Concerning the Escrow Agent. a. Each party to this Agreement of the Buyer and the Securityholder Agents (the "Interested Parties") acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPAMerger Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Escrow Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 to make inquiry as to or to determine for determining the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the samethereof, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company and may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s 's gross negligence or willful wilful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, depository or securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, depository or securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, depository or securities intermediary or other subescrow agent was caused by the Escrow Agent’s 's own gross negligence negligence, bad faith or willful wilful misconduct in breach of this Make Good Agreement. d. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. All payments to the Escrow Agent hereunder shall be in U. S. dollars.

Appears in 1 contract

Samples: Escrow Agreement (Intrinsix Corp)

Concerning the Escrow Agent. a. Each party to this Agreement Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation the SPAAsset Purchase Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Make Good Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Make Good Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) 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, certificate, request or other 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 to make for making inquiry as to or to determine determining the genuineness, accuracy or validity thereof (or any signature appearing thereon)thereof, or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance 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 opinion or advice of such counsel. The Escrow Agent has acted as legal counsel for the Company Documents and written materials referred to in this paragraph include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may continue to act as legal counsel for the Company from time to time, notwithstanding its duties as be deemed and treated by the Escrow Agent hereunderas having been signed or presented by a person if it bears, as sender, the person's e-mail address. The Buyers and all other parties to this Agreement consent to the Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Buyers understand that the Company and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement. b. The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s 's gross negligence or willful misconduct in breach of the terms of this Make Good Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. c. . The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s 's own gross negligence or willful misconduct in breach of this Make Good Agreement. d. . The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Make Good Agreement, or in carrying out any sale of the Escrow Property permitted by this Make Good Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. e. . Notwithstanding any term appearing in this Make Good Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any Escrow Property and Escrow Shares (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Make Good Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Make Good Agreement), as the case may be. f. . All cash deposits and cash payments hereunder, or pursuant to the Escrow Agent hereunder terms hereof shall be in U. S. U.S. dollars.

Appears in 1 contract

Samples: Escrow Agreement (Globalmedia Com)

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