Common use of Obligations of Escrow Agent Clause in Contracts

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability for any error of judgment, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by the parties hereto. If the Escrow Agent is uncertain as to its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defense.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible --------------------------- only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Nuance do, in fact, consist of those items which Nuance is obligated to deliver under this Escrow Agreement; shall not bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be bound by entitled to act in good faith reliance upon any modificationwritten instruction, amendmentinstrument, terminationor signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, cancellationnotice, rescission advice, or supersession of written instruction in connection with, or relating to, this Escrow Agreement unless in writing and signed by the parties heretohas been duly authorized to do so. If the Escrow Agent is uncertain as to of its duties or rights under this Agreement or receives instructions, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of this Agreementhereunder, it may will refrain from taking any action other than to keep safely all property held in escrow retain the Escrow Materials until it is directed otherwise in writing by Sellers' Representative Nuance and Buyer VAR jointly or by a final, unappealable final order of an arbitrator or judgment of a court of competent jurisdiction. The Except as expressly provided in this Escrow Agreement, Escrow Agent shall have no liability for following agrees that it will not divulge or disclose or otherwise make available to third parties whatsoever, or make any use whatsoever, of the instructions contained Escrow Materials, or any information deposited with it by Nuance in or given in accordance connection with this Agreement or Escrow Agreement, without the express prior written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity consent of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseNuance.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Vendor do, in fact, consist of those items which Vendor is obligated to deliver under this Escrow Agreement; shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be entitled to act in good faith reliance upon any written instruction, instrument, or signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, notice, advice, or written instruction in connection with, or relating to, this Escrow Agreement has been duly authorized to do so. In the event that Escrow Agent is, for any reason, uncertain of its obligation to deliver the Escrow Materials to School District pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”), it shall deliver such materials and it shall initiate arbitration pursuant to Paragraph 13 (“Arbitration”) IS to resolve such uncertainty. In the event the arbitrator determines that the Escrow Materials should not be bound by any modificationhave been delivered to School District, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by School District shall return the parties hereto. If original Escrow Materials to the Escrow Agent is uncertain and certify in writing that it has destroyed any copies of such Escrow Materials. Except as expressly provided in this Escrow Agreement, Escrow Agent agrees that it will not divulge or disclose or otherwise make available to its duties third parties whatsoever, or rights under this Agreement or receives instructionsmake any use whatsoever, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of Escrow Materials or any information deposited with it by Vendor in connection with this Escrow Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment without the express prior written consent of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseVendor.

Obligations of Escrow Agent. The Escrow Agent is not a party to the Acquisition Agreement. Accordingly, the duties and obligations of the Escrow Agent are only those specifically set forth in this Agreement. The Escrow Agent shall incur no liability be responsible only for any error of judgmentthe acceptance, or for any action taken or omitted by it, or any action suffered by it to be taken or omitted, or for any mistake of fact or law, except for willful misconduct or gross negligence, so long as it has acted in good faith. The Escrow Agent may consult with counsel of its choice, including in-house counselstorage, and shall be fully protected by, and shall not be liable for, any action taken, suffered or omitted by it delivery of the Escrow Materials in accordance with the advice terms of such counsel. The this Escrow Agreement and for the exercise of due diligence in accordance with the high level of care accorded fiduciary obligations; shall have no obligation or responsibility to verify or determine that the Escrow Materials deposited with Escrow Agent by Vendor do, in fact, consist of those items which Vendor is obligated to deliver under this Escrow Agreement; shall bear no responsibility whatsoever to determine the existence, relevance, completeness, currency, or accuracy of the Escrow Materials; and shall be entitled to act in good faith reliance upon any written instruction, instrument, or signature believed in good faith to be genuine and to assume in good faith that any person purporting to give any writing, notice, advice, or written instruction in connection with, or relating to, this Escrow Agreement has been duly authorized to do so. In the event that Escrow Agent is, for any reason, uncertain of its obligation to deliver the Escrow Materials to School District pursuant to Paragraph 8 (“Delivery of Escrow Materials to School District”), it shall deliver such materials and it shall initiate arbitration pursuant to Paragraph 13 (“Arbitration”) IS to resolve such uncertainty. In the event the arbitrator determines that the Escrow Materials should not be bound by any modificationhave been delivered to School District, amendment, termination, cancellation, rescission or supersession of this Agreement unless in writing and signed by School District shall return the parties hereto. If original Escrow Materials to the Escrow Agent is uncertain and certify in writing that it has destroyed any copies of such Escrow Materials. Except as expressly provided in this Escrow Agreement, Xxxxxx Agent agrees that it will not divulge or disclose or otherwise make available to its duties third parties whatsoever, or rights under this Agreement or receives instructionsmake any use whatsoever, claims or demands from Sellers' Representative or Buyer that, in its opinion, conflict with any of the provisions of Escrow Materials or any information deposited with it by Vendor in connection with this Escrow Agreement, it may refrain from taking any action other than to keep safely all property held in escrow until it is directed otherwise in writing by Sellers' Representative and Buyer or by a final, unappealable order or judgment without the express prior written consent of a court of competent jurisdiction. The Escrow Agent shall have no liability for following the instructions contained in or given in accordance with this Agreement or written instructions given jointly by Sellers' Representative and Buyer. The Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with or delivered to it and no liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings that may be instituted against it in respect of the subject matter of such instructions unless requested to do so and indemnified to its satisfaction against the cost and expense of such defenseVendor.