Conditions to Escrow. The Agent agrees to hold the Escrow Amounts and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative agree that the Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative to perform in accordance with this Agreement. The acceptance by the Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Agent’s rights, duties, liabilities and immunities:
(a) The Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Agent to inquire into such corporation’s, fiduciary’s or individual’s authority.
(b) The Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct.
(c) The Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below.
(d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in wri...
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Fund and to perform in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of the Parties to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Fund and to perform its obligations hereunder in accordance with the terms and provisions of this Agreement. Seller, Buyer and ImageX agree that the Escrow Agent does not assume any responsibility for the failure of either Buyer, ImageX, or Seller to perform any of their respective obligations under the Asset Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities:
(a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to due execution, validity and effectiveness, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity.
(b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct. In addition, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(c) The Escrow Agent may consult with, and obtain advice from, competent and experienced legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The reasonable costs of such counsel's services shall be paid to the Escrow Agent in accordance with paragraph 7.
(d) The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any wa...
Conditions to Escrow. The Escrow Agent agrees to hold the Aggregate Escrow Shares and Aggregate Cash Amount and to perform its responsibilties in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of any of the Buyer, the Parent, or the Sellers to perform in accordance with the Purchase Agreement or this Agreement. The Escrow Agent’s acceptance of its responsibilities hereunder is subject to the following terms and conditions which shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder: (a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to
Conditions to Escrow. The Escrow Agent agrees to hold the Aggregate Indemnity Escrow Shares and Aggregate First Tranche Shares and to perform its responsibilties in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of either of the Purchaser, the Securityholders or the Securityholders' Representative to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties hereto agree shall govern and control with respect to the Escrow Agent's rights, duties and liabilities hereunder:
Conditions to Escrow. The Stockholders’ Representative and the Purchaser agree that the Escrow Agent shall not assume any responsibility for the failure of such Parties to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Account and Escrow Amount and to perform its duties and obligations in accordance with the terms and provisions of this Escrow Agreement. Each of REP, GGP and Investor acknowledge and agree that the Escrow Agent does not assume any responsibility for the failure of REP, GGP or Investor to perform in accordance with the terms set forth in the Investment Agreement, the LLC Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its duties and obligations hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of the Parties to perform in accordance with the BCA or this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. Nothing in this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
