Common use of Escrow Agent's Duties Clause in Contracts

Escrow Agent's Duties. 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.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Merger Agreement (Baan Co N V), Agreement and Plan of Reorganization (Inktomi Corp)

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Escrow Agent's Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, in this Agreement 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 Aspec 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aspec Technology Inc)

Escrow Agent's Duties. 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 Buyer 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 taken, suffered, or omitted permitted pursuant to the advice of counsel shall be conclusive evidence of such good faith.

Appears in 1 contract

Samples: Share Purchase Agreement (Zapme Corp)

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Escrow Agent's Duties. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, in this Section 9.3 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.

Appears in 1 contract

Samples: Merger Agreement (Pervasive Software Inc)

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