Common use of Obligation of Escrow Agent Clause in Contracts

Obligation of Escrow Agent. If there is any dispute as to whether Escrow Agent is obligated to deliver the Deposit, or any other monies or documents which it holds or as to whom such Deposit, monies or documents are to be delivered, Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold same until receipt by Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of same, or, in the absence of such authorization, Escrow Agent may hold such Deposit, monies or documents until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization not given or proceeding for such determination is not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Deposit, monies or documents in court, pending such determination. Escrow Agent shall not be responsible for any acts or omissions unless the same constitutes gross negligence or willful misconduct and upon making delivery of the Deposit, monies or documents which Escrow Agent holds in accordance with the terms of this Agreement, Escrow Agent shall have absolutely no further liability hereunder. In the event Escrow Agent places the Deposit, monies or documents that have actually been delivered to Escrow Agent in the Registry of the Circuit Court in and for the County in which the Real Property is located and files an action of interpleader, naming the parties hereto, Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser shall and do hereby, jointly and severally, agree to indemnify and hold Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses arising hereunder or in connection therewith, including but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorney and paralegal fees and expenses for Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. Purchaser's federal tax identification number is 00-0000000. The provisions of this Section 5 shall survive the Closing or the termination of this Agreement.

Obligation of Escrow Agent. If there is any dispute as to whether (i) the Escrow Agent is obligated to deliver the Deposit, any shares (constituting all or any part of the Pledged Securities) or other monies or documents which it holds or (ii) as to whom such Deposit, monies said shares of stock or other documents are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold the same until receipt by the Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of the same, ; or, in the absence of such authorization, the Escrow Agent may hold such Deposit, monies or said shares of stock and/or other documents until the final determination of the rights of the parties in an appropriate proceedingaccordance with the Merger Agreement. If such written authorization is not given or proceeding proceedings for such determination is are not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Depositsaid shares of stock, monies or cash and/or documents in courtthe Registry of the District Court in and for San Antonio, Texas, pending such determination. The Escrow Agent shall not be responsible for any acts or omissions unless the same constitutes gross negligence negligently or willful misconduct willfully done, and upon making delivery of the Deposit, monies or shares of stock and/or documents which the Escrow Agent holds in accordance with the terms of this Agreement, the Escrow Agent shall have absolutely no further liability hereunder. The Escrow Agent shall serve without bond, security or surety. In the event that the Escrow Agent places the Depositshares of stock (constituting all or any part of the Pledged Securities), monies or any other documents that have actually been delivered to the Escrow Agent as Escrow Agent pursuant to this Agreement in the Registry of the Circuit an appropriate Court in and for the County in which the Real Property is located having jurisdiction thereof, and files an action of interpleader, naming the parties hereto, the Escrow Agent shall thereupon and thereafter be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser The parties shall and do hereby, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses damages or losses arising hereunder or in connection therewithherewith, including but not limited to, to all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorney and paralegal attorney's fees and expenses for the Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. Purchaser's federal tax identification number is 00-0000000. The provisions of this Section 5 shall survive the Closing or the termination of this Agreement.

Obligation of Escrow Agent. If there is any dispute as to whether (i) the Escrow Agent is obligated to deliver the Depositany cash, shares (constituting all or any part of the Pledged Securities) or other monies or documents which it holds or (ii) as to whom such Depositsaid cash, monies shares of stock or other documents are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold the same until receipt by the Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of the same, ; or, in the absence of such authorization, the Escrow Agent may hold such Depositsaid shares of stock, monies or cash and/or other documents until the final determination of the rights of the parties in an appropriate proceedingaccordance with the Merger Agreement. If such written authorization is not given or proceeding proceedings for such determination is are not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Depositsaid shares of stock, monies or cash and/or documents in courtthe Registry of the District Court in and for San Antonio, Texas, pending such determination. The Escrow Agent shall not be responsible for any acts or omissions unless the same constitutes gross negligence negligently or willful misconduct willfully done, and upon making delivery of the Depositshares of stock, monies or cash and/or documents which the Escrow Agent holds in accordance with the terms of this Agreement, the Escrow Agent shall have absolutely no further liability hereunder. The Escrow Agent shall serve without bond, security or surety. In the event that the Escrow Agent places the Depositshares of stock (constituting all or any part of the Pledged Securities), monies cash or any other documents that have actually been delivered to the Escrow Agent as Escrow Agent pursuant to this Agreement in the Registry of the Circuit an appropriate Court in and for the County in which the Real Property is located having jurisdiction thereof, and files an action of interpleader, naming the parties hereto, the Escrow Agent shall thereupon and thereafter be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser The parties shall and do hereby, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses damages or losses arising hereunder or in connection therewithherewith, including but not limited to, to all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorney and paralegal attorney's fees and expenses for the Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. Purchaser's federal tax identification number is 00-0000000. The provisions of this Section 5 shall survive the Closing or the termination of this Agreement.

Obligation of Escrow Agent. If there is any dispute as to whether (i) the Escrow Agent is obligated to deliver the Depositany cash, shares (constituting all or any part of the Pledged Securities) or other monies or documents which it holds or (ii) as to whom such Depositsaid cash, monies shares of stock or other documents are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold the same until receipt by the Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of the same, ; or, in the absence of such authorization, the Escrow Agent may hold such Depositsaid shares of stock, monies or cash and/or other documents until the final determination of the rights of the parties in an appropriate proceedingaccordance with the Merger Agreement. If such written authorization is not given or proceeding proceedings for such determination is are not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Depositsaid shares of stock, monies or cash and/or documents in courtthe Registry of the District Court in and for San Antonio, Texas, pending such determination. The Escrow Agent shall not be responsible for any acts or omissions unless the same constitutes gross negligence negligently or willful misconduct willfully done and upon making delivery of the Depositshares of stock, monies or cash and/or documents which the Escrow Agent holds in accordance with the terms of this Agreement, the Escrow Agent shall have absolutely no further liability hereunder. The Escrow Agent shall serve without bond, security or surety. In the event that the Escrow Agent places the Depositshares of stock (constituting all or any part of the Pledged Securities), monies cash or any other documents that have actually been delivered to the Escrow Agent as Escrow Agent pursuant to this Agreement in the Registry of the Circuit an appropriate Court in and for the County in which the Real Property is located having jurisdiction thereof, and files an action of interpleader, naming the parties hereto, the Escrow Agent shall thereupon and thereafter be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser The parties shall and do hereby, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses damages or losses arising hereunder or in connection therewithherewith, including but not limited to, to all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorney and paralegal attorney's fees and expenses for the Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. Purchaser's federal tax identification number is 00-0000000. The provisions of this Section 5 shall survive the Closing or the termination of this Agreement.