Common use of Discharge of Escrow Agent Clause in Contracts

Discharge of Escrow Agent. Upon delivery of all of the Escrow Amount pursuant to the terms of Section ‎4 above or to a successor escrow agent in accordance with Section 6.6 above, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other Person by reason of such compliance or obedience, unless such compliance or obedience is the result of the gross negligence, bad faith or willful misconduct of the Escrow Agent.

Appears in 1 contract

Samples: Escrow Agreement (Mapi - Pharma LTD)

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Discharge of Escrow Agent. Upon delivery of all of the Escrow Amount Funds pursuant to the terms of Section ‎4 4 above or to a successor escrow agent in accordance with Section 6.6 aboveagent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final fixed, nonappealable judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issuedissued (each a “Final Order”), and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other Person person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel to the effect that a judgment, unless such compliance order or obedience decree is the result final, nonappealable and from a court of the gross negligence, bad faith or willful misconduct of the Escrow Agentcompetent jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advisory Board Co)

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Discharge of Escrow Agent. Upon delivery disbursement of all of the Escrow Amount Deposit pursuant to the terms of Section ‎4 Sections 5 and 6 above or delivery thereof to a successor escrow agent in accordance with Section 6.6 abovethis Agreement, the Escrow Agent shall thereafter be discharged from any further obligations hereunder, except pursuant to Section 8(b). The With respect to the Adjustment Escrow Account and the Insurance Deductible Escrow Account, Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards Orders and, if it shall so comply or obey, it shall not be liable to any other Person person or entity by reason of such compliance or obedience, unless such compliance or obedience is the result of the gross negligence, bad faith or willful misconduct of the Escrow Agent.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mattress Firm Holding Corp.)

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