Common use of Escrow Agent Generally Clause in Contracts

Escrow Agent Generally. (a) The Escrow Agent has no responsibility to the City or any person in connection herewith except as specifically provided herein and is not responsible for anything done or omitted to be done by it, except for its own negligence or default in the performance of any obligation imposed on it hereunder. (b) Subject to the exception in paragraph (a) as to its own negligence or default in the performance of any obligation imposed on it hereunder, the Escrow Agent has no responsibility for verifying the genuineness, correctness, or competence of any document, instrument or writing, and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (c) The Escrow Agent may act on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document from the City’s Finance Director or Assistant Finance Director which the Escrow Agent reasonably and in good faith believes to be genuine and to be what it purports to be. (d) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with others. The Escrow Agent may request from the City or any person such reasonable evidence as the Escrow Agent in its discretion deems necessary to determine any fact relating to the occurrence of any event or contingency and in this connection may inquire and consult with the City, among others, at any time. The City shall provide such evidence to the Escrow Agent and the Escrow Agent is entitled to rely thereon. (e) The Escrow Agent has no liability for following any instructions given by the City or in this Escrow Agreement or set forth in any court or administrative order. (f) The Escrow Agent may resign and thereby become discharged from the trusts hereby created by notice in writing given to the City not less than 30 days before such resignation is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such resignation is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. If such appointment of a successor Escrow Agent is not made within 30 days after the date that such resignation was to take effect as provided in the notice thereof given to the City, then the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent and give notice thereof to the City and not object to the City’s intervention therein. The Escrow Agent may be replaced by the City and thereby become discharged from the trusts hereby created by notice in writing given from the City to the Escrow Agent not less than 30 days before such replacement is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such replacement is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. (g) If a disagreement or dispute arises under this Escrow Agreement, or if adverse claims or demands are made in connection with this Agreement or any property involved herein or affected hereby, the Escrow Agent may petition a court of competent jurisdiction, within the limitations set forth in Section 4.07, to resolve the disagreement or dispute or adverse claims or demands and must, at the time of filing such petition, give notice thereof to the City. In connection therewith, the Escrow Agent may (but is not required to) tender into the custody of the court all money or property in its hands under the terms of this Escrow Agreement, and then be discharged from all further duties under this Escrow Agreement. The filing of any such legal proceeding does not deprive Escrow Agent of its compensation earned before such filing.

Escrow Agent Generally. (a) The Escrow Agent has no responsibility to the City Town or any person in connection herewith except as specifically provided herein and is not responsible for anything done or omitted to be done by it, except for its own negligence or default in the performance of any obligation imposed on it hereunder. (b) Subject to the exception in paragraph (a) as to its own negligence or default in the performance of any obligation imposed on it hereunder, the Escrow Agent has no responsibility for verifying the genuineness, correctness, or competence of any document, instrument or writing, and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (c) The Escrow Agent may act on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document from the CityTown’s Finance Director or Assistant Finance Director which the Escrow Agent reasonably and in good faith believes to be genuine and to be what it purports to be. (d) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City Town with respect to arrangements or contracts with others. The Escrow Agent may request from the City Town or any person such reasonable evidence as the Escrow Agent in its discretion deems necessary to determine any fact relating to the occurrence of any event or contingency and in this connection may inquire and consult with the CityTown, among others, at any time. The City Town shall provide such evidence to the Escrow Agent and the Escrow Agent is entitled to rely thereon. (e) The Escrow Agent has no liability for following any instructions given by the City Town or in this Escrow Agreement or set forth in any court or administrative order. (f) The Escrow Agent may resign and thereby become discharged from the trusts hereby created by notice in writing given to the City Town not less than 30 days before such resignation is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such resignation is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. If such appointment of a successor Escrow Agent is not made within 30 days after the date that such resignation was to take effect as provided in the notice thereof given to the CityTown, then the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent and give notice thereof to the City Town and not object to the CityTown’s intervention therein. The Escrow Agent may be replaced by the City Town and thereby become discharged from the trusts hereby created by notice in writing given from the City Town to the Escrow Agent not less than 30 days before such replacement is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such replacement is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. (g) If a disagreement or dispute arises under this Escrow Agreement, or if adverse claims or demands are made in connection with this Agreement or any property involved herein or affected hereby, the Escrow Agent may petition a court of competent jurisdiction, within the limitations set forth in Section 4.07, to resolve the disagreement or dispute or adverse claims or demands and must, at the time of filing such petition, give notice thereof to the CityTown. In connection therewith, the Escrow Agent may (but is not required to) tender into the custody of the court all money or property in its hands under the terms of this Escrow Agreement, and then be discharged from all further duties under this Escrow Agreement. The filing of any such legal proceeding does not deprive Escrow Agent of its compensation earned before such filing.

Escrow Agent Generally. (a) The Escrow Agent has no responsibility to the City Municipalities or any person in connection herewith except as specifically provided herein and is not responsible for anything done or omitted to be done by it, except for its own negligence or default willful misconduct in the performance of any obligation imposed on it hereunder. (b) Subject to the exception in paragraph (a) as to its own negligence or default in the performance of any obligation imposed on it hereunderwillful misconduct, the Escrow Agent has no responsibility for verifying the genuineness, correctness, or competence of any document, instrument or writing, and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (c) The Escrow Agent may conclusively rely and act on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document received from the City’s Finance Director or Assistant Finance Director Representatives which the Escrow Agent reasonably and in good faith believes to be genuine and to be what it purports to be. (d) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City Municipalities with respect to arrangements or contracts with others. The Escrow Agent may request from the City Municipalities or any person such reasonable evidence as the Escrow Agent in its discretion deems necessary to determine any fact relating to the occurrence of any event or contingency and in this connection may inquire and consult with the CityMunicipalities, among others, at any time. The City Municipalities shall provide such evidence to the Escrow Agent and the Escrow Agent is entitled to rely thereon. (e) The Escrow Agent has no liability for following any instructions given by the City Municipalities or in this Escrow Agreement or set forth in any court or administrative order. (f) The Escrow Agent is authorized to comply with orders issued or process entered by any court with respect to the Acquisition and Construction Fund, without determination by the Escrow Agent of such court's jurisdiction in the matter. If the Acquisition and Construction Fund or any portion is at any time attached or levied on under any court order, or if the payment, assignment, transfer or delivery of any such property is stayed or enjoined by any court order, or if any order, judgment or decree is made or entered by any court affecting such property, then and in any such event, the Escrow Agent is authorized to rely on and comply with any such order, judgment or decree without the need for appeal or other action; and if the Escrow Agent complies with any such order, judgment or decree, it is not liable to any party hereto or to any other person or entity by reason of such compliance even if such order, judgment or decree is subsequently reversed, modified, set aside or vacated. (g) The Escrow Agent is not a party to, nor is it bound by nor need it give consideration to the terms or provisions of any other agreement or undertaking between the Municipalities and any other person, and the Escrow Agent assents to and is to give consideration only to the terms and provisions of this Agreement. (h) The Escrow Agent may resign and thereby become discharged from the trusts hereby created by notice in writing given to the City Municipalities not less than 30 days before such resignation is to take effect. The Escrow Agent agrees to serve as Escrow Xxxxxx Agent until a successor is appointed. Such resignation is effective immediately, however, on the appointment of a successor Escrow Xxxxxx Agent if such successor Escrow Xxxxxx Agent is appointed before the expiration of said notice period. If such appointment of a successor Escrow Xxxxxx Agent is not made within 30 days after the date that such resignation was to take effect as provided in the notice thereof given to the CityMunicipalities, then the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent and give notice thereof to the City Municipalities and not object to the City’s Municipalities’ intervention therein. . (i) The Escrow Agent may be replaced by the City Sanford with the consent of the Participants and thereby become discharged from the trusts hereby created by notice in writing given from the City Sanford to the Escrow Agent not less than 30 days before such replacement is to take effect. The Escrow Agent agrees to serve as Escrow Xxxxxx Agent until a successor is appointed. Such replacement is effective immediately, however, on the appointment of a successor Escrow Xxxxxx Agent if such successor Escrow Xxxxxx Agent is appointed before the expiration of said notice period. (gj) If a disagreement or dispute arises under this Escrow Agreement, or if adverse claims or demands are made in connection with this Agreement or any property involved herein or affected hereby, the Escrow Agent may petition a any court of competent jurisdiction, within the limitations set forth in Section 4.07, jurisdiction to resolve the disagreement or dispute or adverse claims or demands and mustshall, at the time of filing such petition, give notice thereof to the CityMunicipalities within 5 days after the date of such filing. In connection therewith, the Escrow Agent may (but is not required to) tender into the custody of the court all money or property in its hands under the terms of this Escrow Agreement, and then be discharged from all further duties under this Escrow Agreement. The filing of any such legal proceeding does not deprive Escrow Agent of its compensation earned before such filing. (k) The Escrow Agent may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to consult with counsel and act on an opinion of counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents, receivers, and employees as may reasonable be employed in connection with the trusts hereof. (l) The Escrow Agent has no obligation to use its own funds to satisfy any obligations under this Agreement. (m) Notwithstanding any other provision in this Agreement to the contrary, no provision of this Agreement shall be construed to relieve the Escrow Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) the Escrow Agent shall not be liable for any error in judgment made in good faith, unless it is proved that the Escrow Agent was negligent in ascertaining the pertinent facts, and (2) the Escrow Agent is not liable with respect to any action it takes or omits to be taken by it in good faith in accordance with the direction of the Municipalities under any provision of this Agreement relating to the time, method and place of conducting any proceeding for any remedy available to the Escrow Agent, or exercising any trust or power conferred upon the Escrow Agent under this Escrow Agreement.

Escrow Agent Generally. (a) The Escrow Agent has no responsibility to the City County or any person in connection herewith except as specifically provided herein and is not responsible for anything done or omitted to be done by it, except for its own negligence or default in the performance of any obligation imposed on it hereunder. (b) Subject to the exception in paragraph (a) as to its own negligence or default in the performance of any obligation imposed on it hereunder, the Escrow Agent has no responsibility for verifying the genuineness, correctness, or competence of any document, instrument or writing, and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (c) The Escrow Agent may act on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document from the CityCounty’s Finance Director or Assistant Finance Director which the Escrow Agent reasonably and in good faith believes to be genuine and to be what it purports to be. (d) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City County with respect to arrangements or contracts with others. The Escrow Agent may request from the City County or any person such reasonable evidence as the Escrow Agent in its discretion deems necessary to determine any fact relating to the occurrence of any event or contingency and in this connection may inquire and consult with the CityCounty, among others, at any time. The City County shall provide such evidence to the Escrow Agent and the Escrow Agent is entitled to rely thereon. (e) The Escrow Agent has no liability for following any instructions given by the City County or in this Escrow Agreement or set forth in any court or administrative order. (f) The Escrow Agent may resign and thereby become discharged from the trusts hereby created by notice in writing given to the City County not less than 30 days before such resignation is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such resignation is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. If such appointment of a successor Escrow Agent is not made within 30 days after the date that such resignation was to take effect as provided in the notice thereof given to the CityCounty, then the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent and give notice thereof to the City County and not object to the CityCounty’s intervention therein. The Escrow Agent may be replaced by the City County and thereby become discharged from the trusts hereby created by notice in writing given from the City County to the Escrow Agent not less than 30 days before such replacement is to take effect. The Escrow Agent agrees to serve as Escrow Agent until a successor is appointed. Such replacement is effective immediately, however, on the appointment of a successor Escrow Agent if such successor Escrow Agent is appointed before the expiration of said notice period. (g) If a disagreement or dispute arises under this Escrow Agreement, or if adverse claims or demands are made in connection with this Agreement or any property involved herein or affected hereby, the Escrow Agent may petition a court of competent jurisdiction, within the limitations set forth in Section 4.07, to resolve the disagreement or dispute or adverse claims or demands and must, at the time of filing such petition, give notice thereof to the CityCounty. In connection therewith, the Escrow Agent may (but is not required to) tender into the custody of the court all money or property in its hands under the terms of this Escrow Agreement, and then be discharged from all further duties under this Escrow Agreement. The filing of any such legal proceeding does not deprive Escrow Agent of its compensation earned before such filing.

Escrow Agent Generally. (a) The Escrow Agent has no responsibility to the City or any person in connection herewith except as specifically provided herein and is not responsible for anything done or omitted to be done by it, except for its own negligence or default in the performance of any obligation imposed on it hereunder. (b) Subject to the exception in paragraph (a) as to its own negligence or default in the performance of any obligation imposed on it hereunder, the Escrow Agent has no responsibility for verifying the genuineness, correctness, or competence of any document, instrument or writing, and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (c) The Escrow Agent may act on any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document from the City’s Finance Director or Assistant Finance Director which the Escrow Agent reasonably and in good faith believes to be genuine and to be what it purports to be. (d) The Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with others. The Escrow Agent may request from the City or any person such reasonable evidence as the Escrow Agent in its discretion deems necessary to determine any fact relating to the occurrence of any event or contingency and in this connection may inquire and consult with the City, among others, at any time. The City shall provide such evidence to the Escrow Agent and the Escrow Agent is entitled to rely thereon. (e) The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. (f) The Escrow Agent has no liability for following any instructions given by the City or in this Escrow Agreement or set forth in any court or administrative order. (fg) The Escrow Agent may resign and thereby become discharged from the trusts hereby created by notice in writing given to the City not less than 30 days before such resignation is to take effect. The Escrow Agent agrees to serve as Escrow Xxxxxx Agent until a successor is appointed. Such resignation is effective immediately, however, on the appointment of a successor Escrow Xxxxxx Agent if such successor Escrow Xxxxxx Agent is appointed before the expiration of said notice period. If such appointment of a successor Escrow Xxxxxx Agent is not made within 30 days after the date that such resignation was to take effect as provided in the notice thereof given to the City, then the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Xxxxxx Agent and give notice thereof to the City and not object to the City’s intervention therein. The Escrow Agent may be replaced by the City and thereby become discharged from the trusts hereby created by notice in writing given from the City to the Escrow Agent not less than 30 days before such replacement is to take effect. The Escrow Agent agrees to serve as Escrow Xxxxxx Agent until a successor is appointed. Such replacement is effective immediately, however, on the appointment of a successor Escrow Xxxxxx Agent if such successor Escrow Xxxxxx Agent is appointed before the expiration of said notice period. (gh) If a disagreement or dispute arises under this Escrow Agreement, or if adverse claims or demands are made in connection with this Agreement or any property involved herein or affected hereby, the Escrow Agent may petition a court of competent jurisdiction, within the limitations set forth in Section 4.07, to resolve the disagreement or dispute or adverse claims or demands and must, at the time of filing such petition, give notice thereof to the City. In connection therewith, the Escrow Agent may (but is not required to) tender into the custody of the court all money or property in its hands under the terms of this Escrow Agreement, and then be discharged from all further duties under this Escrow Agreement. The filing of any such legal proceeding does not deprive Escrow Agent of its compensation earned before such filing.