Duties and Rights of Escrow Agent Sample Clauses

Duties and Rights of Escrow Agent. (a) The duties of the Escrow Agent are only such as are herein specifically provided, being purely ministerial in nature, and no implied covenants or obligations shall be inferred against it herein. The Escrow Agent shall not be responsible for any recitals of fact in this Agreement or any related agreement, including, but not limited to, the Merger Agreement, and shall not be subject to, nor obliged to, recognize any other agreement between the other parties hereto even though reference thereto may be made in this Agreement. The Escrow Agent shall incur no liability whatever for any error in judgment or any act or omission to act except in the case of its willful misconduct or gross negligence.
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Duties and Rights of Escrow Agent. It is agreed that the duties of Escrow Agent are only such as are specifically provided herein, being purely ministerial in nature, and that Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence so long as Escrow Agent has acted in good faith. Seller and Purchaser each release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of Escrow Agent’s duties hereunder. Escrow Agent shall be under no responsibility in respect to the Xxxxxxx Money other than to faithfully follow the instructions herein contained. Escrow Agent may consult with counsel and Escrow Agent shall be fully protected in any actions taken in good faith, in accordance with such advice. Escrow Agent shall not be required to defend any legal proceedings which may be instituted against Escrow Agent in respect to the subject matter of these instructions unless requested to do so by Seller and Purchaser and is indemnified to the satisfaction of Escrow Agent against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind; Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to Escrow Agent hereunder and believed by Escrow Agent to have been signed by the proper parties. Escrow Agent assumes no liability under this Agreement except that of a stakeholder. Notwithstanding anything contained herein to the contrary, if there is any dispute as to whether Escrow Agent is obligated to deliver the Xxxxxxx Money, or as to whom the Xxxxxxx Money are to be delivered, Escrow Agent shall not make any delivery thereof, but in such event shall hold the Xxxxxxx Money until receipt by Escrow Agent of an authorization in writing signed by Seller and Purchaser, directing the disposition thereof, or in the absence of such authorization, Escrow Agent may hold the Xxxxxxx Money until the final determination of the rights of the parties in an appropriate proceeding in the appropriate state court in Xxxxxxxxxx County, Maryland. If such written authorization is not given, or proceedings for such determination are not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Xxxxxxx Money into the registry of the appropriate...
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Duties and Rights of Escrow Agent. (a) The duties of the Escrow Agent are only such as are herein specifically provided, being purely ministerial in nature, and no implied
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Duties and Rights of Escrow Agent 
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Related to Duties and Rights of Escrow Agent

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

  • Rights and Responsibilities of Escrow Agent The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent's rights, duties, liabilities and immunities.

  • Powers Duties and Rights of Guarantee Trustee 8 SECTION 3.1 Powers and Duties of Guarantee Trustee................................................... 8 SECTION 3.2 Certain Rights of Guarantee Trustee...................................................... 10 SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.................................... 12

  • Duties and Responsibilities of the Escrow Agent The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:

  • Title; Duties During the Term, Executive shall serve as the Executive Chairman of the Board of Directors and Chief of Product Development of the Company, reporting directly to the Company’s Board of Directors (the “Board”). Executive shall perform such specific duties as are commensurate with such positions and such other duties as may be assigned to Executive from time to time by the Board.

  • Appointment of Escrow Agent The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

  • Duties and Title Employee’s title shall be that of Executive Vice President, Secretary and Chief Financial Officer. Employee shall have such powers and perform such duties as are customarily performed by an Executive Vice President, Secretary and Chief Financial Officer, including, but not limited to, overall responsibility for and authority over finance and accounting, and serving as principal financial officer of the Company. Employee shall report to the Chief Executive Officer of the Company. Employee shall perform his duties to the best of his abilities and shall devote substantially all of his working time to such duties.

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

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