Escrow Agent Responsibilities Sample Clauses
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Escrow Agent Responsibilities. The Escrow Agent executes this Agreement solely for the purpose of accepting the escrow created hereby, on the terms and conditions set forth in it, and undertakes to perform the duties, but only the duties, specifically set forth herein. Escrow Agent shall hold the Escrowed Funds in a single non-interest bearing account with S▇▇▇▇▇▇ Title Guaranty Company. The account shall be in the name of Escrow Agent but shall not be the property of the Escrow Agent. Escrow Agent shall have no liability for any loss which may result from any failure of the institution in which the Escrowed Funds are placed; provided, however, that notwithstanding anything herein to the contrary, in the event of a loss resulting from the failure of the financial institution in which the Escrowed Funds are placed, Seller and Purchaser shall have the same remedies generally available to depositors of the financial institution, including, without limitation, all remedies available at law or in equity. The Escrow Agent is not required to secure the performance of its duties by bond or otherwise. Seller and Purchaser hereby release the Escrow Agent from all liability for any punitive, incidental, consequential, or other damages or obligations to them for any act or omission by the Escrow Agent or any of its agents, partners, or employees performed in good faith in the exercise of its or their best judgment and in a manner reasonably believed by it or them to be authorized or within the duties, rights, powers, privileges, or direction conferred on the Escrow Agent by this Agreement, except for willful misconduct, negligence, tortious conversion of any Escrowed Funds or documents, instruments or items, if any, delivered to the Escrow Agent hereunder, or breach of this Agreement by the Escrow Agent. Without limiting the generality of the foregoing, the responsibilities of the Escrow Agent are further defined, limited, and qualified by the following:
(1) the duties and obligations of the Escrow Agent will be determined solely by the express provisions of this Agreement, and this Agreement is not to be interpreted or construed to impose on the Escrow Agent any implied duties, covenants, or obligations;
(2) the Escrow Agent may execute any of its rights, powers, or responsibilities under this Agreement either directly or by or through its agents, partners, employees, or attorneys, and it will not be liable for any error of judgment made in good faith by an authorized agent, partner, employee, or ...
Escrow Agent Responsibilities. The Escrow Agent covenants and agrees with ▇▇▇▇▇▇ that:
a) the Escrow Agent shall register a financing statement evidencing ▇▇▇▇▇▇’s security interest in the Collateral (as noted in 2.1 above) for a term of 5 (five) years under the Personal Property Security Act (Ontario) (“PPSA”), and shall provide a legal opinion to Tarion in a format specified by ▇▇▇▇▇▇ confirming that, among other things, a security interest was created in the Collateral in favour of Tarion and Tarion’s security interest in the Collateral ranks ahead of all other creditors of the Vendor;
b) the Escrow Agent shall renew the term of the financing statement referred to above for a further five (5) year period on the date that is 30 (thirty) days prior to the 5th (fifth) anniversary of the registration made pursuant to paragraph (a) above (the “Renewal Date”) if, on such Renewal Date, this Agreement has not been terminated;
c) as soon as the Escrow Agent has received any funds representing a Deposit delivered to it by or on behalf of the Vendor in accordance with Section 4.1(b) hereof, the Escrow Agent shall forthwith deposit such funds into the Bank Account;
d) all Deposit Funds held by the Escrow Agent are (i) held in trust for the Purchaser pursuant to the Addendum; and (ii) subject to the trust referred to in (i), held in trust for Tarion and subject to ▇▇▇▇▇▇’s security interest pursuant to this Agreement;
e) within 10 (ten) days of depositing any such monies into the Bank Account the Escrow Agent shall, on behalf of the Vendor and in accordance with the provisions of the Addendum and this Agreement, provide to the person or persons who paid the Deposit written evidence that such amounts are held in trust as required by the Addendum; and
f) the Escrow Agent shall not release any Deposit Funds (together with all prescribed interest earned or accrued thereon) to the Vendor or any other person except in strict compliance with the provisions of the Addendum and this Agreement.
Escrow Agent Responsibilities. The Escrow Agent shall hold each of the shares contributed by the Contributing Stockholders, with accompanying stock powers, in escrow until immediately prior to the Merger. In the event that the Merger does not occur within thirty (30) days after the Notice is provided to the Contributing Stockholders the Escrow Agent shall return each parties stock certificates to such Contributing Stockholders.
Escrow Agent Responsibilities. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no liability as to the truth or accuracy of the statements made in any notice or other instrument received by it and shall be under no duty to determine the truth or accuracy of any such statement. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith. In no event shall the Escrow Agent incur any liability or be held responsible, if any certificate for securities or other documents, once released from escrow hereunder, shall become lost, stolen, destroyed, mutilated or misplaced while in transit to any person, provided the Escrow Agent shall have dispatched the same by a means customarily used by the Escrow Agent.
Escrow Agent Responsibilities. The Escrow Agent covenants and agrees that:
a) as soon as the Escrow Agent has received any funds representing a Deposit delivered to it by or on behalf of the Vendor in accordance with Section 3.1(b) hereof, the Escrow Agent shall forthwith deposit such funds into the Bank Account;
b) all Deposit Funds held by the Escrow Agent are held in trust for the Purchaser pursuant to the applicable Addendum;
c) within 10 (ten) days of depositing any such monies into the Bank Account the Escrow Agent shall, on behalf of the Vendor and in accordance with the provisions of the Addendum and this Agreement, provide to the person or persons who paid the Deposit written evidence that such amounts are held in trust as required by the Addendum;
d) the Escrow Agent shall not release any Deposit Funds (including interest earned or accrued thereon) to the Vendor or any other person except in strict compliance with the provisions of the Addendum and this Agreement; and
e) the Escrow Agent shall not pay or withdraw any funds from the Bank Account save and except in those circumstances provided in Sections 4.1 and 4.2 below.
f) the Escrow Agent shall notify Tarion in writing within 10 (ten) days after this Agreement is terminated in accordance with Section 4.3 below.
Escrow Agent Responsibilities. 4.1. Escrow Agent agrees to use commercially reasonable efforts to provide the Services requested by authorized Depositor and Beneficiary representatives in a Work Request. Escrow Agent may reject a Work Request (in whole or in part) that does not contain all Required Information at any time upon notification to the Party originating the Work Request.
Escrow Agent Responsibilities. The Escrow Agent shall hold each of the shares contributed by the TMSF Stockholders, with accompanying stock powers, in escrow until immediately before the Effective Time. At the Effective Time, the Escrow Agent shall release such shares and deliver them to the Corporation and the ownership of such shares shall immediately be vested in the Corporation. If the Merger does not occur, the Escrow Agent shall return each party’s stock certificates to such TMSF Stockholders.
Escrow Agent Responsibilities. The Escrow Agent, in consideration of the sum of one dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, hereby agrees to perform the following:
Escrow Agent Responsibilities. All certificates or notices hereunder shall be signed by an officer of Purchaser or officers or managers of Sellers. The Escrow Agent shall have no duty or responsibility to verify or otherwise ascertain the authenticity or validity of a certificate or notice or the truth of the statements made therein and documents attached thereto. The Escrow Agent shall be responsible only for acting as explicitly required by the terms of this Agreement. The Escrow Agent shall have no liability to any persons for a delivery of funds held in the Escrow Account as long as the Escrow Agent acts in compliance with the provisions of this Agreement and shall be protected, exculpated, indemnified and held harmless by the other parties hereto from any claims of any nature arising out of such deliveries. The Escrow Agent shall give notice of such claim to the other parties hereto and grant the other parties hereto the right to defend such claim at their expense with counsel reasonably acceptable to the Escrow Agent, but no delay in the giving of such notice shall operate to nullify the indemnification provided the Escrow Agent herein. The Escrow Agent shall be entitled to have its counsel participate in the defense of such claim at the Escrow Agent's expense. If the other parties hereto do not obtain counsel reasonably acceptable to the Escrow Agent to defend it against such claims, the Escrow Agent may obtain counsel and defend itself against any such claim at the expense of the other parties hereto or may settle or compromise the claim on any basis that appears expedient to the Escrow Agent. The entire cost of any such settlement or compromise and the fees and expenses of counsel necessarily retained with respect thereto shall be borne by the other parties hereto.
Escrow Agent Responsibilities