Duties in General. (1) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel.
(2) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Amount with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Amount. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder.
(3) If 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 opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise by Joint Written Instructions or by a final order or judgment of a court of competent jurisdiction. In addition, if the Escrow Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Escrow Agent shall also have the right to interplead such parties in any state or federal court located in the State of Delaware (or if such court does not have jurisdiction, any other court of competent jurisdiction), to deposit the Escrow Amount with the clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Agreement, and upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any claims or demands hereunder.
Duties in General. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board, and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (v) serve as a Managing Director of HealthCare Ventures, (w) serve on outside corporate or scientific advisory boards with prior written notice to the Company, (x) serve on civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.
Duties in General. After receipt of the written authorization to proceed to the Bidding or Negotiation Phase by DFCM, the DESIGN/BUILD TEAM shall obtain bids or negotiate proposals and award contracts to subcontractors, subconsultants and suppliers which are consistent with the Design/Build Agreement. The term “bid” in the Agreement is also meant to mean “proposal” where the DESIGN/BUILD TEAM is using a request for proposal procurement process.
(1) The DESIGN/BUILD TEAM shall promptly supply ten (10) complete sets of Final Construction Documents to DFCM.
Duties in General. (i) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein (and required by applicable law), which the parties agree are ministerial in nature, and no duties shall be implied. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel.
(ii) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Amount with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Amount. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder.
(iii) If, at any time, (i) there shall exist any dispute among the parties hereto with respect to the holding or disposition of any portion of the Escrow Amount or any other obligations of the Escrow Agent hereunder, (ii) the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Amount or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Purchasers and the Company have not within fifteen (15) business days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 6, appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions:
(A) suspend the performance of any of its obligations under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or
(B) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any state or federal court located in the State of New York, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, the Escrow Amount, after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) paya...
Duties in General. The Executive shall faithfully and diligently perform all services as may be assigned to him by the Board, and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Executive shall not engage in any other business or occupation during the Term of Employment that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the exercise of his judgment in the Company’s best interests.
Duties in General. Buyer shall itself or through a servicing agent invoice Purchasers, debit their accounts through electronic funds transfer on a monthly basis or provide Purchasers with coupon books. On repurchase of Defaulted Receivables by Seller from Buyer, Seller shall bear all responsibility for collection and any related legal action.
Duties in General. The Escrow Agent undertakes to perform only ----------------- such duties as are expressly set forth herein (which all parties hereto agree are ministerial in nature), and any other duties that are imposed by law. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted to be taken in good faith in reliance on the advice or opinion of such counsel. The Escrow Agent agrees to perform its duties hereunder in good faith in accordance with the terms of this Agreement.
Duties in General i) The duties, responsibilities and obligations of Escrow Agent shall be limited to those inherently or expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with, any other agreement between or among Buyer and Seller, even though reference thereto may be made herein, or to comply with any direction or instruction from Buyer or Seller other than those contained herein or delivered in accordance with this Escrow Agreement. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder in accordance to the terms set forth herein.
ii) This Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever.
iii) Notwithstanding anything to the contrary herein, in the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Fund and the Outstanding Invoices Escrow Fund, unless Escrow Agent receives written instructions, signed by Buyer and Seller, which eliminates such ambiguity or uncertainly.
Duties in General. The Liquidating Trustee and the Trust Advisory Board shall take such actions consistent with the orderly liquidation of the Trust Assets as are required by applicable law, including such actions permitted under Sections 3.2, 3.3, 3.4 and 5.5 hereof and shall, in an as expeditious and orderly manner as possible, liquidate and convert to Cash the Trust Assets, make timely Distributions, and not unduly prolong the duration of the Liquidating Trust. In taking any action required or permitted under this Trust Agreement, the Liquidating Trustee and the Trust Advisory Board shall exercise their reasonable business judgment. Subject to the foregoing duties, the Liquidating Trustee and the Trust Advisory Board shall have the absolute discretion, except as otherwise expressly set forth herein, to pursue or not to pursue any transaction, course of conduct, course of dealing, and any and all claims, rights or Causes of Action, as they determine are in the best interests of the Trust Holders and consistent with the purposes of the Liquidating Trust and, in the exercise of such discretion and reasonable business judgment, shall have no liability for the ultimate outcome of any decision.
Duties in General. After receipt of the written authorization to proceed to the Bidding or Negotiation Phase by UVU, the DESIGN/BUILD TEAM shall obtain bids or negotiate proposals and award contracts to subcontractors, subconsultants and suppliers which are consistent with the Design/Build Agreement. The term “bid” in the Agreement is also meant to mean “proposal” where the DESIGN/BUILD TEAM is using a request for proposal procurement process. The DESIGN/BUILD TEAM shall promptly supply five (5) complete sets of Final Construction Documents to UVU.
