Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto with respect to the subject matter hereof, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.
Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby.
(b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
(c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice.
(d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselves.
Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. Except as provided in Section 2(a)(1) hereof regarding ensuring that certain funds are separately accounted for on the records of the Transfer Agent, the Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.
Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the law.
Duties of the Escrow Agent. (a) The Escrow Agent shall receive, hold and invest the Escrow Fund pursuant to the terms of this Agreement. On the first anniversary of the Closing under the Merger Agreement, the Escrow Agent shall promptly deliver to each Indemnitor the cash and shares of Stock then held in such Indemnitor's Subaccount less the amounts (if any) reserved against claims made by UbiquiTel pursuant to Section 4(c).
(b) At any time prior to the first anniversary date of the Members' Closing, UbiquiTel may give the Escrow Agent and the Indemnitors written notice of any claim for indemnification of Losses under Section 12.2(a)(i) of the Merger Agreement (a "Claim"), which notice (the "Claim Notice") shall describe with particularity the facts on which the Claim is based and the amount (reasonably estimated if necessary), of the Claim. Upon receiving a Claim Notice, the Escrow Agent shall reserve from each of the Subaccounts, in accordance with the Proportionate Interests, the amount of the Claim set forth in the Claim Notice.
(c) The Indemnitors shall, within fifteen days after receiving a Claim Notice, notify the Escrow Agent and UbiquiTel in writing whether they acknowledge that the Claim is valid, or dispute the validity of the Claim, or acknowledge that the Claim is valid in part. If the Indemnitors acknowledge that the Claim is valid, in whole or in part, then five (5) days thereafter, the Escrow Agent shall pay to UbiquiTel from the Escrow Fund (charging each Subaccount its Proportionate Interest) the amount reserved for that Claim, or so much of that amount as is undisputed. During such five (5) day period, the Indemnitors shall be entitled to sell shares of Stock (in the manner and subject to the limitations, set forth in Section 1) in order to fund payment of the Claim. If the Escrow Agent is obligated to pay any Claim hereunder, the amount of such Claim shall be paid in accordance with the Proportionate Interest, first from cash held in the Indemnitors Subaccounts, and next from any Stock held in the Indemnitors Subaccounts. If the Indemnitors dispute the validity of a Claim, in whole or in part, the Escrow Agent shall continue to reserve an amount of the Escrow Fund equal to the amount specified in that Claim Notice (or such lesser amount as is in dispute) until the Escrow Agent receives either (i) a joint written direction from UbiquiTel, and the Indemnitors with respect to the disposition of the Claim or (ii) an order from a court of competent jurisdiction directi...
Duties of the Escrow Agent. The Escrow Agent shall have no duties other than those expressly imposed on it herein and in the Merger Agreement, and shall not be liable for any act or omission except for its own gross negligence or willful misconduct.
Duties of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as set forth in this Agreement, the Escrow Agent shall not have any duties or responsibilities under any provision of any other agreement, including without limitation, the Commercialization Agreement.
Duties of the Escrow Agent. This Agreement sets forth the duties and obligations of the Escrow Agent with respect to any and all matters pertinent to its acting as such hereunder. The Escrow Agent shall not have duties or responsibilities under this Agreement other than those specifically set forth herein and shall act only in accordance with the provisions hereof. Without limiting the generality of the foregoing, the Escrow Agent shall not have any duty or responsibility (i) to enforce or cause to be enforced any of the terms and conditions contained in the Stock Purchase Agreement, or (ii) to verify the accuracy or sufficiency of any notice or other document received by it in connection with this Agreement. The Escrow Agent shall be entitled to rely upon any instructions or directions to it in writing under this Agreement signed by the proper party or parties and shall be entitled to treat as genuine any instruction or document delivered to the Escrow Agent hereunder and reasonably believed by the Escrow Agent to be genuine and to have been presented by the proper party or parties, without being required to determine the authenticity or correctness of any fact stated therein, or the authority or authorization of the person or persons making and/or delivering the same.
Duties of the Escrow Agent a. The Escrow Agent, by executing this Escrow Agreement, signifies its agreement to hold the Pledged Candie's Shares for the purposes as provided in this Escrow Agreement. In the event of any dispute or conflict between the Corporation and Shareholders as to the release of the Pledged Candie's Shares, such dispute or conflict shall be determined by appropriate court action. During the pendency of any disputes and until the final adjudication of such dispute (including expiration of time for appeal and petition for rehearing), the Escrow Agent shall be entitled to retain possession of the Pledged Candie's Shares.
b. The Corporation and the Shareholders shall indemnify defend and hold Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred arising out of this Agreement (including reasonable legal fees and expenses) except Escrow Agent's gross negligence or willful misconduct, notwithstanding that Escrow Agent has acted as counsel for the Corporation under the Stock Purchase Agreement. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent shall not be liable to anyone. The Escrow Agent shall not be required to take any action hereunder involving any expenses unless the payment of such expense shall be made or provided for in a manner satisfactory to it.
Duties of the Escrow Agent. The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for any act or omission, except for its own gross negligence or willful misconduct.
