Common use of Duties and Liabilities of Escrow Agent Clause in Contracts

Duties and Liabilities of Escrow Agent. The acceptance by the Escrow Agent of the duties and obligations of the Escrow Agent under this Agreement is subject to the following terms and conditions: (a) The Escrow Agent shall be protected in acting, or refraining from acting, upon any written notice, request, waiver, consent, receipt or other paper or document signed by the Beneficiary that Escrow Agent in good faith believes to be genuine. The Escrow Agent shall have no responsibility to inquire into or determine genuineness or authenticity of any documents or instruments submitted to it as originals and may rely upon any order from a court of competent jurisdiction related to the disbursement of funds from the Escrow Account. (b) The Escrow Agent shall not be responsible for the collection from the Grantor of payments required to be made by the Grantor to the Escrow Agent hereunder. (c) If a lawsuit shall arise with respect to the disposition by the Escrow Agent of the Escrow Assets held in this Escrow Account pursuant to this Agreement, or any part thereof, the Escrow Agent shall not be liable for refusing to deliver any part of such property that is the subject of the lawsuit unless and until such lawsuit is resolved by a final judgment or order from a court of competent jurisdiction from which no right of appeal exists, or in respect of which any right of appeal has expired without being exercised, or by written Agreement acceptable to the Escrow Agent executed and delivered by the parties hereto. (d) The Escrow Agent shall ensure the filing of all required tax returns for which the Escrow Account is liable and shall disburse funds from earnings of the Escrow Account to pay lawfully due taxes owed by the Escrow Account. (e) The Escrow Agent shall, upon receipt of notice provided to the Escrow Agent under Section 16 of this Agreement, maintain records of ownership of the Facility during the time in which the Escrow Account is established.

Duties and Liabilities of Escrow Agent. a. The acceptance by the Escrow Agent of the duties and obligations sole duty of the Escrow Agent under this Agreement is subject to receive funds from the following terms Town and conditions: (a) to hold the funds for disbursement according to Section 3 above. The Escrow Agent shall be under no duty to pass upon the adequacy of any documents, to determine whether any of the Parties are complying with the terms and provisions of this Escrow Agreement, or to determine the identity or authority of any person purporting to be a signatory authorized by the Town or NHESP. b. The Escrow Agent may conclusively rely upon, and shall be protected in actingacting on, a statement, certificate, notice, requisition, order, approval, or refraining from acting, upon any written notice, request, waiver, consent, receipt or other paper or document signed believed by the Beneficiary that Escrow Agent in good faith believes to be genuinegenuine and to have been given, signed and presented by a duly authorized agent of the Town or NHESP. The Escrow Agent shall have no duty or liability to verify any statement, certificate, notice, request, requisition, consent, order, approval or other document, and its sole responsibility shall be to inquire into act only as expressly set forth in this Agreement. The Escrow Agent shall not incur liability for following the instructions contemplated by this Agreement or determine genuineness expressly provided for in this Agreement or authenticity other written instructions given to the Escrow Agent by the Parties. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Escrow Agreement, unless first indemnified to its satisfaction. The Escrow Agent may consult with counsel of its choice including shareholders, directors, and employees of the Escrow Agent, with respect to any documents question arising under or instruments submitted in connection with this Agreement, and shall not be liable for any action taken, suffered or omitted in good faith. The Escrow Agent shall be liable solely for its own willful misconduct. c. The Escrow Agent may refrain from taking any action, other than keeping all property held by it in escrow if the Escrow Agent: (i) is uncertain about its duties or rights under this Escrow Agreement; (ii) receives instructions that, in its opinion, are in conflict with any of the terms and provisions of this Agreement, until it has resolved the conflict to it as originals and may rely upon any order from its satisfaction, received a final judgment by a court of competent jurisdiction related (if it deems such action necessary or advisable), or it has received instructions executed by both the Town and NHESP. d. Escrow Agent is acting, and may continue to act, as counsel to the disbursement of funds from Town in connection with the Escrow Account. (b) The subject transaction, whether or not the Funds are being held by Escrow Agent shall not be responsible for the collection from the Grantor of payments required or have been delivered to be made by the Grantor to the Escrow Agent hereunder. (c) If a lawsuit shall arise with respect to the disposition by the Escrow Agent of the Escrow Assets held in this Escrow Account pursuant to this Agreement, substitute impartial party or any part thereof, the Escrow Agent shall not be liable for refusing to deliver any part of such property that is the subject of the lawsuit unless and until such lawsuit is resolved by a final judgment or order from a court of competent jurisdiction from which no right of appeal exists, or in respect of which any right of appeal has expired without being exercised, or by written Agreement acceptable to the Escrow Agent executed and delivered by the parties heretojurisdiction. (d) The Escrow Agent shall ensure the filing of all required tax returns for which the Escrow Account is liable and shall disburse funds from earnings e. Each of the Escrow Account Parties admits, acknowledges and represents to pay lawfully due taxes owed each of the other Parties that it has had the opportunity to consult with and be represented by independent counsel of such party’s choice in connection with the Escrow Account. (e) The Escrow Agent shall, upon receipt of notice provided to the Escrow Agent under Section 16 negotiation and execution of this Agreement, maintain records of ownership . Each of the Facility during Parties further admits, acknowledges and represents to the time in which other Parties that it has not relied on any representation or statement made by the Escrow Account is establishedother Parties or by any of their attorneys or representatives with regard to the subject matter, basis or effect of this Agreement.

Duties and Liabilities of Escrow Agent. The acceptance by the Escrow Agent of the duties and obligations of the Escrow Agent under this Agreement is subject to the following terms and conditions: (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no additional implied duties or obligations shall be protected in acting, or refraining from acting, upon any written notice, request, waiver, consent, receipt or other paper or document signed by read into this Agreement against the Beneficiary that Escrow Agent in good faith believes to be genuineAgent. The Escrow Agent shall have no responsibility duty to inquire into or determine genuineness or authenticity enforce any obligation of any documents or instruments submitted to it Person, other than as originals and may rely upon any order from a court of competent jurisdiction related to the disbursement of funds from the Escrow Accountprovided herein. (b) The Escrow Agent shall not be responsible liable for the collection from the Grantor of payments required any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its best judgment, and shall not be held liable for any error in judgment made by the Grantor to in good faith, unless it shall be proved that the Escrow Agent hereunderwas negligent in ascertaining the pertinent facts or acted intentionally in bad faith. (c) If The Escrow Agent may rely, and shall be protected in acting, upon any judgment, order, notice, demand, direction, certificate, or other instrument, paper or document which may be submitted to it in connection with its duties hereunder and the directions incorporated therein and which is believed by the Escrow Agent to be genuine and signed or presented by the proper Person(s), and may accept the same as sufficient evidence of the facts stated therein. The Escrow Agent shall in no way be bound to call for further evidence (whether as to due execution, validity or effectiveness, or the jurisdiction of any court, or as to the truth of any fact), and shall not be responsible for any loss that may be occasioned by its failing to do so. (d) In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Escrowed Shares or the Escrowed Proceeds, as the case may be, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. (e) In the event that a lawsuit shall dispute should arise with respect to the disposition by the Escrow Agent of the Escrow Assets held in this Escrow Account pursuant to this Agreement, which results in an adverse claim or any part thereofdemand being made upon the Escrowed Shares or the Escrowed Proceeds, as the case may be, or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, (i) file an application or motion in interpleader in a court of competent jurisdiction, (ii) refuse to comply with any claims or demands on it, (iii) refuse to take any other action hereunder, so long as such dispute shall not be liable for refusing to deliver any part of continue or such property that is doubt shall exist or (iv) pay into court or otherwise deposit the subject of Escrowed Shares or the lawsuit unless and until such lawsuit is resolved by a final judgment or order from Escrowed Proceeds, as the case may be, with a court of competent jurisdiction from which no right in the Province of appeal exists, or in respect of which any right of appeal has expired without being exercised, or by written Agreement acceptable to Ontario. Upon the Escrow Agent executed so depositing the Escrowed Shares or the Escrowed Proceeds, as the case may be, it shall be discharged and delivered by the parties hereto. (d) released of its duties and obligations hereunder. The Escrow Agent shall ensure be entitled to continue to refrain from acting until (a) the filing rights of all required tax returns the parties have been fully and finally adjudicated by the final order, decree or judgment of a court of competent jurisdiction in the province of Ontario (the time for which appeal having expired with no appeal having been taken), or (b) all differences shall have been settled and all doubt resolved by agreement among all of the interested persons, and in each case the Escrow Account is liable and Agent shall disburse funds from earnings of the Escrow Account to pay lawfully due taxes owed have been notified thereof in writing signed by the Escrow AccountParties. (ef) The parties hereto acknowledge and agree that notwithstanding that Stikeman Elliott LLP is acting as Escrow Agent shallhereunder, upon receipt Stikeman Elliott LLP shall be entitled to act or continue to act and shall not be disqualified from acting or continuing to act as legal counsel for the Purchaser or any corporation or corporations forming part of notice provided to the Purchaser both while it is acting as Escrow Agent under Section 16 of this Agreement, maintain records of ownership of the Facility during the time in which the Escrow Account is establishedhereunder and thereafter.

Duties and Liabilities of Escrow Agent. The acceptance by the Escrow Agent of the duties and obligations of the Escrow Agent under this Agreement is subject to the following terms and conditions: (a) The Escrow Agent -------------------------------------- shall be protected have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in acting, or refraining connection herewith for anything whatsoever other than any liability resulting from acting, upon any written notice, request, waiver, consent, receipt or other paper or document signed by the Beneficiary that Escrow Agent in good faith believes to be genuineits own gross negligence and willful misconduct. The Escrow Agent shall have no responsibility to inquire into not be bound in any way by any agreement or determine genuineness contract among the Class and the Contributing Defendants (whether or authenticity of any documents or instruments submitted to it as originals and may rely upon any order from a court of competent jurisdiction related to the disbursement of funds from not the Escrow AccountAgent has knowledge thereof) other than this Escrow Agreement, and the duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement. (b) The Escrow Agent may rely and shall not be responsible for the collection protected in acting or refraining from the Grantor of payments required acting upon any written notice or instruction furnished to be made it hereunder appearing on its face to have been sent by the Grantor a person or persons entitled hereunder to deliver such notice and reasonably believed by the Escrow Agent hereunderto be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. In the administration of the Escrow, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other professional persons to be selected and retained by it. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its reasonable opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action other than investment and reinvestment in accordance with Section 4 and its sole obligation shall be to keep safely and invest in accordance with Section 4 all property held in escrow until it shall be directed otherwise in writing by all of the other parties to this Agreement or by a final order or judgment of the Court. (c) If a lawsuit shall arise with respect to the disposition by the Escrow Agent of the Escrow Assets held in this Escrow Account pursuant to this Agreement, or any part thereof, the Escrow Agent shall not be liable for refusing to deliver any part of such property that is the subject of the lawsuit unless and until such lawsuit is resolved by a final judgment or order from a court of competent jurisdiction from which no right of appeal exists, or in respect of which any right of appeal has expired without being exercised, or by written Agreement acceptable to the Escrow Agent executed and delivered by the parties hereto. (d) The Escrow Agent shall ensure the filing of all required tax returns provide monthly statements for which the Escrow Account is liable and shall disburse funds from earnings of the Escrow each Account to pay lawfully due taxes owed by Class Counsel and the Escrow Relevant Contributing Defendant, which statements shall identify all transactions, transfers or holdings of Class Deposited Funds in such Account. (e) The Escrow Agent shall, upon receipt of notice provided to the Escrow Agent under Section 16 of this Agreement, maintain records of ownership of the Facility during the time in which the Escrow Account is established.