Exculpation and Indemnification of Escrow Agent. 9.1. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under such document. Except for amendments to this Agreement referred to below, and except for instructions given to the Escrow Agent by the Company and the subscribers relating to the Escrow Account, the Escrow Agent, as applicable, shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
9.2. The Escrow Agent shall not be liable to the Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment. The Escrow Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent, as applicable, to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent, as applicable, signed by the proper party or parties and, if the duties or rights of the Escrow Agent, as applicable, are affected, unless it shall give its prior written consent thereto.
9.3. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or ...
Exculpation and Indemnification of Escrow Agent. The Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, endorser or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.
Exculpation and Indemnification of Escrow Agent. It is understood and agreed that the Escrow Agent shall:
(a) be under no duty to accept information from any person other than the Borrower or the Note Series Representatives and then only to the extent and in the manner provided in this Agreement;
Exculpation and Indemnification of Escrow Agent. Svenxxxxxxx xxx Rittxxxxxx xxxnowledge and agree that: Kurzxxx & Xisexxxxx xxxll be the Escrow Agent and the Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, and shall have no duty or responsibility to investigate or inquire into the accuracy, authenticity or legal sufficiency of any such item. The Escrow Agent may consult with outside counsel in the The Escrow Agent shall not be liable for any error of judgment or any mistake of fact or law, or for anything else which the Escrow Agent may do or refrain from doing in connection with this Agreement, except for gross negligence or willful misconduct. In the event of a disagreement or dispute between Svenxxxxxxx xxx Rittxxxxxx xxxch results in adverse claims or demands being made on the Escrow Agent, or in the event the Escrow Agent has a good faith doubt as to what action should be taken under this Agreement, the Escrow Agent may, at its option, refuse to comply with the conflicting claims or demands or to take other action so long as the disagreement or dispute or good faith doubt continues or persists, and may by way of interpleader deposit the entire amount of the Escrow Property (as defined in Paragraph 14) with any New York court of competent jurisdiction. The Escrow Agent may resign as such by giving no less than ten (10) days' advance written notice of intention to resign to Svenxxxxxxx xxx Rittxxxxxx. Xxy such resignation shall take effect on the later of the effective date of resignation specified in the notice, or ten (10) days after the date the notice of resignation is received by Svenxxxxxxx xxx Rittxxxxxx. Xxe
Exculpation and Indemnification of Escrow Agent. (a) Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to Company and GSCP specifying a date when such resignation shall take effect. Upon such notice, a successor Escrow Agent, which shall be a bank or trust company organized under the laws of the United States of America or the State of New York having a combined capital and surplus of not less than $100,000,000 shall be appointed with the mutual consent of Company and GSCP. Such successor Escrow Agent shall become Escrow Agent hereunder upon the resignation date specified in such notice. If Company and GSCP are unable to agree upon a successor Escrow Agent within thirty (30) days after such notice, Escrow Agent shall be entitled to apply to a court of competent jurisdiction for the appointment of a successor. Escrow Agent shall continue to serve until its successor accepts its appointment as Escrow Agent and receives the Escrowed Warrants. Company and GSCP shall have the right at any time upon their mutual consent to substitute a new Escrow Agent by giving notice thereof to the then current Escrow Agent, such substitution to take effect upon the appointment of a successor Escrow Agent meeting the requirements set forth above and the acceptance of such appointment by such successor Escrow Agent and delivery to such successor Escrow Agent of the Escrowed Warrants.
Exculpation and Indemnification of Escrow Agent. The Escrow Agent shall have no duties or responsibilities and no implied duties or obligations will be read into this Agreement other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, including, but not limited to, the Investors by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for Instructions given to the Escrow Agent relating to the Escrowed Funds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the parties hereto, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. Without limiting the generality of Section 4.1, the Escrow Agent will have no duty to:
Exculpation and Indemnification of Escrow Agent. Xxxxx and Xxxxxx acknowledge and agree that:
Exculpation and Indemnification of Escrow Agent. Escrow Agent will be indemnified and held harmless, jointly and not severally, by Transferor and Transferee from and against any expenses, including reasonable attorneys’ fees and disbursements, damages or losses suffered by Escrow Agent in connection with any claim or demand from any third party, which, in any way, directly or indirectly, arises out of or relates to this Escrow Agreement or the services of Escrow Agent hereunder. Promptly after the receipt by Xxxxxx Agent of notice of any such demand or claim or the commencement of any action, suit or proceeding relating to such demand or claim, Escrow Agent will notify the other parties hereto in writing. For the purposes hereof, the terms “expense” and “loss” will include all amounts paid or payable to satisfy any such claim or demand, or in settlement of any such claim, demand, action, suit or proceeding settled with the express written consent of Transferor and Transferee hereto, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, which may be fees and disbursements of Xxxx & Loeb LLP, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.
Exculpation and Indemnification of Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Parties relating to the Escrowed Funds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Escrowing Parties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.
Exculpation and Indemnification of Escrow Agent. (a) WW and Xxxxxxxx agree that absent any negligence or willful misconduct on the part of the Escrow Agent or any of its officers, employees or agents, WW and Xxxxxxxx shall indemnify and hold harmless the Escrow Agent from any liability pursuant to this Agreement.
(b) The Escrow Agent shall not be required to resolve any dispute which may arise between Xxxxxxxx and WW. In the event of a dispute, the Escrow Agent shall have the right to deposit the Escrow Funds with the District Court of Jefferson County, Colorado, and the Parties shall subject themselves to jurisdiction in such court. The Escrow Agent may assume the sufficiency and adequacy of any written directions received or given by Xxxxxxxx hereunder, provided they comply with the requirements specifically set forth herein, and the Escrow Agent may rely in good faith upon the advice of counsel in taking or omitting to take any action under this Agreement.
