Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx or any duly authorized officer or agent of NII, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated. (b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund. (c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel. (d) NII and Xxxxxxxxx jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunder, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property. (e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quarter, Escrow Agent shall provide Xxxxxxxxx and NII statements on deposits and other investments of the Escrow Fund in accord with its usual practices. (f) One-half of the fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx and one-half of such fees and related expenses shall be paid by NII. Escrow Agent's fees for its duties shall be $2,000.00 per year plus out-of-pocket costs as billed to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereof. (g) None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to advance or risk its own funds in the performance of its duties herein described.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Navigant International Inc), Stock Purchase Agreement (Navigant International Inc)
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx any officer of Seller named in Exhibit C or any duly authorized officer or agent of NIIBuyer named in Exhibit B, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement or any other notice signed by Seller and Buyer and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("OrderORDER"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated.
(b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel.
(d) NII Buyer and Xxxxxxxxx Seller jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunder, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property.
(e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quartermonth, Escrow Agent shall provide Xxxxxxxxx Seller and NII Buyer statements on deposits and other investments of the Escrow Fund in accord with its usual practices.
(f) One-half (1/2) of the fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx Buyer and one-half (1/2) of such fees and related expenses shall be paid by NIISeller. Escrow Agent's fees for its duties shall be $2,000.00 per year as set forth on Exhibit D attached to this Agreement plus reasonable out-of-pocket costs as billed to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such costs. Such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereof.
(g) None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to advance or risk its own funds in the performance of its duties herein described.
(h) Without limiting the Escrow Agent's rights under any other provision hereof, whenever the Escrow Agent should receive or become aware of any conflicting demands or claims with respect to this Agreement or the rights of any of the parties hereto or any property held hereunder, the Escrow Agent may without liability refrain from any action until the conflict has been resolved, or alternatively, may tender into the registry or custody of any court which the Escrow Agent determines to have jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, less a reasonable allowance for its legal fees and expenses, and thereupon be discharged from all further duties and liabilities under this Agreement. Any inaction or filing of proceedings pursuant to this section shall not deprive the Escrow Agent of its compensation during such inaction or prior filing.
(i) Except as and if specifically provided herein concerning investments of cash, the Escrow Agent shall have no liability to pay interest on any money held pursuant to this Agreement. The Escrow Agent may use its own bond department or any affiliate of Escrow Agent in purchasing or selling securities. The Escrow Agent shall not be liable for any depreciation or change in the value of such documents or securities or any property evidenced thereby or for any losses incurred in liquidating securities or other property to satisfy a distribution request. All distributions provided for hereunder shall be made by the Escrow Agent from the Escrow Fund to the extent thereof, subject to deductions allowed to be made by Escrow Agent as provided elsewhere herein.
(j) The Escrow Agent shall not be responsible for any recitals of fact in this Agreement, or for the sufficiency, form, execution, validity or genuineness of any documents or securities deposited under this Agreement or for any signature, endorsement or lack of endorsement thereon, or for the accuracy of any description therein, or for the identity, authority or rights of the persons executing or delivering the same or this Agreement.
(k) Although the Escrow Agent may demand specific authorizations (including corporate resolutions, incumbency certificates and the like) or identification from a party or its representative prior to taking any action hereunder, no such demand shall constitute a waiver or deprive the Escrow Agent of the protections afforded by this Agreement.
(l) The Escrow Agent shall not be responsible for any delays or failure to perform caused by circumstances reasonably beyond its control, including but not limited to: breaches by other parties of their obligations hereunder; delays by messengers or other independent contractors; mechanical or computer failures; malfunctioning or breakdowns in public utilities, securities exchanges, Federal Reserve Banks or securities depositories; interference by governmental units; strikes, lockouts or civil disobedience; fires or other casualties; acts of God or other similar occurrences.
Appears in 1 contract
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx or any duly authorized officer or agent of NIIADAC or from the Sellers' Representative, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, contained that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any genuine and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), which the Escrow Agent may comply with any such Order without liability to any personshall have no actual notice of invalidity, even though such Order may thereafter be annulled, reversed, modified lack of authority or vacatedother deficiency. ADAC and Sellers' Representative shall notify the Escrow Agent in writing of the Escrow Release Date and the final resolution of all Pending Claims.
(b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewiththerewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, competent and responsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel. The reasonable counsel fees reasonably incurred pursuant thereto may be paid from the principal of the Escrow Fund; PROVIDED that the Escrow Agent may not pay any such counsel fees from the principal of the Escrow Fund if and to the extent an aggregate of U.S.$5,000 in counsel fees has been paid from the principal of the Escrow Fund.
(d) NII Except as provided in Section 7(f) below, ADAC and Xxxxxxxxx the Sellers' Representative jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunder, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property.
(e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quarter, Escrow Agent shall provide Xxxxxxxxx ADAC and NII statements on deposits and other investments the Sellers' Representative a full written accounting of the principal and interest in the Escrow Fund in accord with its usual practicesFund.
(f) One-half of the All fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx and one-half of such the Sellers' Representative. Such fees and related expenses shall be paid by NII. Escrow Agent's fees for its duties shall be $2,000.00 per year plus out-of-pocket costs determined in accordance with the fee schedule attached hereto as billed SCHEDULE D or as otherwise provided to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereofSellers' Representative.
(g) None of the provisions contained in this Escrow Agreement shall require cause the Escrow Agent to advance or risk its own funds in the performance of its duties herein describeddescribed other than with respect to actions in the ordinary course of business.
Appears in 1 contract
Samples: Merger Agreement (Adac Laboratories)
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall will be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx or any duly authorized officer or agent of NIIXCarx.xxx xx from the Seller, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, contained that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any genuine and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), which the Escrow Agent may comply with any such Order without liability to any personwill have no actual notice of invalidity, even though such Order may thereafter be annulled, reversed, modified lack of authority or vacatedother deficiency. XCarx.xxx xxx Seller will notify the Escrow Agent in writing of the final resolution of all Pending Claims.
(b) The Escrow Agent shall will not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewiththerewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall will be entitled to consult with counsel, who may be inside counsel, competent and responsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall will be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel.
(d) NII and Xxxxxxxxx Except as provided in Section 9(f) below, XCarx.xxx xxx the Seller jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunder, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property.
(e) All evidence of investment of funds in the Escrow Fund Account (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall will be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quarter, Escrow Agent shall provide Xxxxxxxxx and NII statements on deposits and other investments of the Escrow Fund in accord with its usual practices.
(f) One-half of the fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx and one-half of such fees and related expenses shall be paid by NII. Escrow Agent's fees for its duties shall be $2,000.00 per year plus out-of-pocket costs as billed to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereof.
(g) None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to advance or risk its own funds in the performance of its duties herein described.in
Appears in 1 contract
Samples: Escrow Agreement (Xcarenet Inc)
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx any officer of Seller named in Exhibit C or any duly authorized officer or agent of NIIBuyer named in Exhibit B, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement or any other notice signed by Seller and Buyer and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), the Escrow Agent may comply with any such Order without liability to any person, even though such Order may thereafter be annulled, reversed, modified or vacated.
(b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel.
(d) NII Buyer and Xxxxxxxxx Seller jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunder, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property.
(e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quartermonth, Escrow Agent shall provide Xxxxxxxxx Seller and NII Buyer statements on deposits and other investments of the Escrow Fund in accord with its usual practices.
(f) One-half (1/2) of the fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx Buyer and one-half (1/2) of such fees and related expenses shall be paid by NIISeller. Escrow Agent's fees for its duties shall be $2,000.00 per year as set forth on Exhibit D attached to this Agreement plus reasonable out-of-pocket costs as billed to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such costs. Such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereof.
(g) None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to advance or risk its own funds in the performance of its duties herein described.
(h) Without limiting the Escrow Agent's rights under any other provision hereof, whenever the Escrow Agent should receive or become aware of any conflicting demands or claims with respect to this Agreement or the rights of any of the parties hereto or any property held hereunder, the Escrow Agent may without liability refrain from any action until the conflict has been resolved, or alternatively, may tender into the registry or custody of any court which the Escrow Agent determines to have jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, less a reasonable allowance for its legal fees and expenses, and thereupon be discharged from all further duties and liabilities under this Agreement. Any inaction or filing of proceedings pursuant to this section shall not deprive the Escrow Agent of its compensation during such inaction or prior filing.
(i) Except as and if specifically provided herein concerning investments of cash, the Escrow Agent shall have no liability to pay interest on any money held pursuant to this Agreement. The Escrow Agent may use its own bond department or any affiliate of Escrow Agent in purchasing or selling
Appears in 1 contract
Escrow Provisions. (a) The Escrow Agent may rely without inquiry or investigation and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt or other paper or document from Xxxxxxxxx or any duly authorized officer or agent of NIITalk City or any other Indemnified Party or from the Sole Shareholder, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, that the Escrow Agent in good faith believes to be genuine. The Escrow Agent may disregard any genuine and all notices or instructions received from any source, except only (i) such notices or instructions as are specifically provided for in this Agreement and (ii) orders or process of any court entered or issued with or without jurisdiction. If from time to time any property held pursuant to this Agreement becomes subject to any levy, attachment, order, judgment, decree, injunction or other judicial, administrative, or regulatory process ("Order"), which the Escrow Agent may comply with any such Order without liability to any personshall have no actual notice of invalidity, even though such Order may thereafter be annulled, reversed, modified lack of authority or vacatedother deficiency.
(b) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewiththerewith, except for any liability arising from its own gross negligence, willful misconduct or bad faith. In no event shall the Escrow Agent be liable to any person for punitive, special, indirect or consequential damages of any kind, even if it is advised of the possibility thereof. The parties shall jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any and all claims that may be asserted against the Escrow Agent by any third parties and any and all liability, loss, cost or expense (including without limitation attorneys' fees in a reasonable amount) that may be incurred by the Escrow Agent as a result of any such claim or otherwise as a result of acting as Escrow Agent hereunder. The obligations of the parties under this Section 6(b) shall survive termination of this Agreement and distribution of the Escrow Fund.
(c) The Escrow Agent shall be entitled to consult with counsel, who may be inside counsel, competent and responsible counsel of its choice with respect to the interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be fully protected in taking any action or omitting to take any action in good faith in accordance with the advice of such counsel.
(d) NII Talk City and Xxxxxxxxx the Sole Shareholder jointly and severally agree to indemnify and hold the Escrow Agent harmless for any and all claims, liabilities, costs, payments and expenses of Escrow Agent in connection with its performance of its duties hereunderexpenses, including without limitation, reasonable fees and expenses of counsel (who may be inside counsel and selected by the Escrow Agent) for court actions, or for anything done or omitted by it in the performance of this Escrow Agreement, except as a result of the Escrow Agent's own gross negligence, willful misconduct or bad faith. The Escrow Agent shall have a first perfected security interest in and prior lien upon the Escrow Fund, superior to any security interest or lien of any other party hereto or other person or entity, to secure the obligations of the other parties to pay such amounts as well as Escrow Agent's fees and other expenses referenced in Section 6(f) (regardless of who owes such amounts to Escrow Agent) and any early withdrawal penalties, and shall have the right to reimburse itself for any and all such amounts and obligations from such property.
(e) All evidence of investment of funds in the Escrow Fund (including, but not limited to, savings account passbooks, certificates, notes and other similar items) shall be kept in a place of safekeeping at an office of the Escrow Agent, or with a safe deposit company, including any such safe deposit company owned in whole or in part by the Escrow Agent or by any affiliate of the Escrow Agent. The Escrow Agent shall keep accurate accounts of all income and interest earned by the funds in the Escrow Fund. Within thirty (30) days after the close of each calendar quarter, Escrow Agent shall provide Xxxxxxxxx and NII statements on deposits and other investments of the Escrow Fund in accord with its usual practices.
(f) One-half of the fees and related expenses of the Escrow Agent for its services hereunder (including fees and expenses of its legal counsel) shall be paid by Xxxxxxxxx and one-half of such Talk City. Such fees and related expenses shall be paid by NII. Escrow Agent's fees for its duties shall be $2,000.00 per year plus out-of-pocket costs determined in accordance with the fee schedule attached hereto as billed Schedule A or as ---------- otherwise provided to the parties plus allocated overhead expenses if Escrow Agent is required to perform duties beyond investment of funds; such amounts shall be in addition to other amounts payable by the parties pursuant to Section 6(d) and other provisions hereofTalk City.
(g) None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to advance or risk its own funds in the performance of its duties herein described.
Appears in 1 contract
Samples: Merger Agreement (Talk City Inc)