Common use of Protection of the Escrow Agent Clause in Contracts

Protection of the Escrow Agent. The Escrow Agent and the Company agree that: (i) the Escrow Agent’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, nor obliged to recognize, any other agreement between, or direction or instruction of, any or all of the parties hereto; provided, however, that this Agreement may be amended at any time or times in accordance with this Agreement; (ii) no assignment of the interest of either the Company or a Subscriber shall be permitted, nor shall any purported assignment be binding upon the Escrow Agent; (iii) if the Escrow Deposit is attached, garnished, or levied upon under the order of any court, or the delivery thereof shall be stayed or enjoined by the order of any court, or any other order, judgment or decree shall be made or entered by any court affecting the subscription funds, the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees so entered or issued, whether with or without jurisdiction; the Escrow Agent shall not be liable to any of the parties hereto or their successors by reason of compliance with any such writ, order or decree notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated; (iv) in case the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall be indemnified by the Company for all reasonable and necessary costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation.