Escrow Agent’s Duties and Liabilities Sample Clauses

Escrow Agent’s Duties and Liabilities. 5.1. The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Escrow Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent's only duties and responsibilities shall be to accept funds deposited with it in accordance with this Escrow Agreement and to hold, release and transfer the aggregate Subscription Price in accordance with this Escrow Agreement.
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Escrow Agent’s Duties and Liabilities. 6.1.1 The Escrow Agent’s sole responsibility under this Agreement shall be for the safekeeping and disbursement of the Initial Subscription Amount in accordance with the terms of this Agreement and to the extent that such disbursement shall not cause the Escrow Account to become overdrawn. The Escrow Agent may rely upon any written communication, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, provided that the written communication is executed by an Authorized Representative of the concerned Party. The Bidder and the Company shall jointly and severally indemnify the Escrow Agent against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such written communication. In case of any distortion or illegibility in the written communication, the Escrow Agent may, at its sole discretion, not act as per such distorted or illegible written communication and shall intimate the issuing Party about the same within one (1)
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Escrow Agent’s Duties and Liabilities. 6.1 The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Agreement and no duties, obligations or responsibilities whatsoever shall be inferred or implied against the Escrow Agent. It is understood that the Escrow Agent’s only duties and responsibilities shall be to accept funds deposited with it in accordance with this Agreement, to hold, release and transfer the Escrow Fund or any portion thereof in accordance with this Agreement but only to the extent that such disbursement shall not cause the Escrow Account to become overdrawn.
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Escrow Agent’s Duties and Liabilities. 3.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Letter of Instructions which are purely ministerial in nature, and no implied duties, covenants or obligations of the Escrow Agent may be read into this Letter of Instructions. The Escrow Agent shall neither be responsible for nor chargeable with knowledge of the terms and conditions of any other agreement, instrument or document between any of the Parties hereto, including without limitation the terms and conditions of the Agreement, and the Escrow Agent shall be required to act only pursuant to the terms and provisions of this Letter of Instructions.
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Escrow Agent’s Duties and Liabilities. The parties expressly agree that Escrow Agent shall not be liable for any damage or liability occasioned by reason of Escrow Agent's duties hereunder, save and except any acts of fraud or gross negligence or contrary to the provisions hereof, and Allen, Smith, AMHP and XxXxxx agree to indemnify and hold Escrow Agent harmless from all liability, damage, claims and demands of any kind whatsoever arising from this Agreement and Escrow Agent's duties hereunder, save and except for any such acts of fraud or gross negligence or contrary to the provisions hereof. Except for such acts of fraud or gross negligence or contrary to the provisions hereof, Escrow Agent shall not be liable for any error of judgment or for any act done or omitted in good faith, or for anything which Escrow Agent may in good faith do or refrain from doing in connection herewith which are not contrary to the provisions hereof. Escrow Agent may act or refrain from acting with respect to any matter provided herein in full reliance upon this Agreement and upon the advice of counsel selected by Escrow Agent, and Escrow Agent shall be fully protected in so acting or refraining from acting upon any such matter upon the advice of such counsel provided such acts are not contrary to the provisions hereof. In the event of any disagreement or of the presentation of adverse or conflicting claims or demands, Escrow Agent shall, at its option, be entitled to refuse to comply with any of such claims or demands during the continuance of such disagreement or conflicting claims and, in making such refusal, may refrain from ordering any disbursement of the Escrow Deposit or taking any other affirmative action hereunder. Without limiting the generality of the foregoing, Escrow Agent may interplead the Escrow Deposit or any part thereof and order disbursement to the depository for such interpleader. In so acting, Escrow Agent shall not become personally liable to any party hereto, or to any other person or entity, for or because of its failure or refusal to comply with any request in connection with such disagreement or with such adverse or conflicting claims or demands.
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Related to Escrow Agent’s Duties and Liabilities

  • Escrow Agent's Duties (i) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of Parent and the Securityholder Agent, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.

  • 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:

  • The Agent's Duties (a) The powers conferred on the Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

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

  • Agent’s Duties The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

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