Common use of Protection of the Escrow Agent Clause in Contracts

Protection of the Escrow Agent. The Escrow Agent, the Company and the TRA Party Representative, as applicable, agree that: (i) either the Company or the TRA Party Representative may examine the Escrow Account (and the Escrow Funds) at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company or the TRA Party Representative (provided, that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively, or any other evidence deemed by the Escrow Agent to be reliable, and will be entitled to act on the advice of counsel selected by it; (iii) if the Escrow Account (or the Escrow Funds) are attached, garnished, or levied upon under the order of any court, or the delivery thereof will be stayed or enjoined by the order of any court, or any other order, judgment or decree will be made or entered by any court affecting the Escrow Account (or the Escrow 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, provided that the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to the Company and the TRA Party Representative of such compliance with such writs, orders or decrees, and the Escrow Agent will 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; and (iv) notwithstanding anything herein to the contrary, the Escrow Agent will be under no duty to monitor or enforce compliance by the TRA Party Representative or the Company with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers

Protection of the Escrow Agent. The Escrow Agent, the Company Buyer, and the TRA Party Representative, as applicable, Seller agree that: (i) either the Company Buyer or the TRA Party Representative Seller may examine the Adjustment Escrow Account (and the Adjustment Escrow Funds) at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company or the TRA Party Representative (provided, that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively, or any other evidence deemed by the Escrow Agent to be reliable, and will be entitled to act on the advice of counsel selected by it; (iii) if the Adjustment Escrow Account (or the Adjustment Escrow Funds) are attached, garnished, or levied upon under the order of any court, or the delivery thereof will be stayed or enjoined by the order of any court, or any other order, judgment or decree will be made or entered by any court affecting the Adjustment Escrow Account (or the Adjustment Escrow 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, provided that the Escrow Agent will provide reasonable prior written notice, to the extent possible under the circumstances, to the Company Buyer and the TRA Party Representative Seller of such compliance with such writs, orders or decrees, and the Escrow Agent will 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; (iii) if any conflict, disagreement or dispute arises between, among, or involving any of the parties concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, the Escrow Agent may, in its sole and absolute discretion, deposit the Adjustment Escrow Funds with the Chancery Court of the State of Delaware or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it will be relieved of all liability under the terms hereof as to the property so deposited and will be entitled to recover in such interpleader action, from the other parties hereto, its reasonable out-of-pocket attorneys’ fees and related out-of-pocket costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves, their successors and assigns, do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then clerk, or acting clerk, of said court as their agent for the service of all process in connection with such proceedings; and (iv) notwithstanding anything herein to the contrary, the Escrow Agent will be under no duty to monitor or enforce compliance by the TRA Party Representative Seller or the Company Buyer with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersPurchase Agreement.

Protection of the Escrow Agent. The Escrow Agent, the Buyer, Holdco, the Company Representative and the TRA Party Representative, as applicable, Buyer Representative agree that: (i) either the Company Buyer Representative or the TRA Party Company Representative may examine the Adjustment Escrow Account (and the Escrow Funds) Shares at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their its duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company Buyer Representative or the TRA Party Company Representative (provided, provided that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively), or any other evidence deemed by the Escrow Agent to be reliable, and will shall be entitled to act on the advice of counsel selected by it; (iii) if the Escrow Account (or the Escrow Funds) Adjustment Fund Shares are attached, garnished, or levied upon under the order of any court, or the delivery thereof will shall be stayed or enjoined by the order of any court, or any other order, judgment or decree will shall be made or entered by any court affecting the Adjustment Escrow Account (or the Escrow Funds)Shares, 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, provided that the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to the Company and the TRA Party Representative of such compliance with such writs, orders or decrees, and the Escrow Agent will 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) the Escrow Agent may, in its sole and absolute discretion, deposit the Adjustment Escrow Shares or so many thereof as remains in its hands with the then chief or presiding judge of the Federal District Court whose jurisdiction includes Chicago, Illinois or New York, New York, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability under the terms hereof as to the property so deposited and shall be entitled to recover in such interpleader action, from the other parties hereto, its reasonable out-of-pocket attorneys’ fees and related out-of-pocket costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves, their successors and assigns, do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then clerk, or acting clerk, of said court as their agent for the service of all process in connection with such proceedings; (v) in case the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall have a lien on the Adjustment Escrow Shares for all reasonable and necessary out-of-pocket costs, attorneys’ fees, charges, disbursements and expenses in connection with such litigation to the extent of the one-half portion thereof which is the responsibility of the Representative; (vi) if the Escrow Agent’s fees, costs, expenses, or reasonable attorney’s fees provided for herein are not promptly paid, the Escrow Agent shall have the right to sell the Adjustment Escrow Shares held hereunder and reimburse itself therefor from the proceeds of such sale or from the cash held hereunder, in each case, to the extent of the one-half portion thereof which is the responsibility of the Representative; and (ivvii) notwithstanding anything herein to the contrary, the Escrow Agent will shall be under no duty to monitor or enforce compliance by Holdco, Buyer, the TRA Party Company Representative or the Company Buyer Representative with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersMerger Agreement.

Protection of the Escrow Agent. The Escrow Agent, [the Buyer,](11) Holdco, the Company Representative and the TRA Party Representative, as applicable, Buyer Representative agree that: (i) either the Company Buyer Representative or the TRA Party Company Representative may examine the Adjustment Escrow Account (and the Escrow Funds) Shares at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their its duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company Buyer Representative or the TRA Party Company Representative (provided, provided that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively), or any other evidence deemed by the Escrow Agent to be reliable, and will shall be entitled to act on the advice of counsel selected by it; (iii) if the Escrow Account (or the Escrow Funds) Adjustment Fund Shares are attached, garnished, or levied upon under the order of any court, or the delivery thereof will shall be stayed or enjoined by the order of any court, or any other order, judgment or decree will shall be made or entered by any court affecting the Adjustment Escrow Account (or the Escrow Funds)Shares, 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, provided that the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to the Company and the TRA Party Representative of such compliance with such writs, orders or decrees, and the Escrow Agent will 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) the Escrow Agent may, in its sole and absolute discretion, deposit the Adjustment Escrow Shares or so many thereof as remains in its hands with the then chief or presiding judge of the Federal District Court whose jurisdiction includes Chicago, Illinois or New York, New York, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability under the terms hereof as to the property so deposited and shall be entitled to recover in such interpleader action, from the other parties hereto, its reasonable out-of-pocket attorneys' fees and related out-of-pocket costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves their successors and assigns, do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then clerk, or acting clerk, of said court as their agent for the service of all process in connection with such proceedings; (v) in case the Escrow Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall have a lien on the Adjustment Escrow Shares for all reasonable and necessary out-of-pocket costs, attorneys' fees, charges, disbursements and expenses in connection with such litigation to the extent of the one-half portion thereof which is the responsibility of the Representative; (vi) if the Escrow Agent's fees, costs, expenses, or reasonable attorney's fees provided for herein are not promptly paid, the Escrow Agent shall have the right to sell the Adjustment Escrow Shares held hereunder and reimburse itself therefor from the proceeds of such sale or from the cash held hereunder, in each case, to the extent of the one-half portion thereof which is the responsibility of the Representative; and (ivvii) notwithstanding anything herein to the contrary, the Escrow Agent will shall be under no duty to monitor or enforce compliance by Holdco, [Buyer,](12) the TRA Party Company Representative or the Company Buyer Representative with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersMerger Agreement.

Protection of the Escrow Agent. The Escrow Agent, the Company Purchaser, and the TRA Party Representative, as applicable, Representative agree that: (i) either the Company Purchaser or the TRA Party Representative may examine the Escrow Account (and the Escrow Funds) at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company or the TRA Party Representative (provided, that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively, or any other evidence deemed by the Escrow Agent to be reliable, and will be entitled to act on the advice of counsel selected by it; (iii) if the Escrow Account (or the Escrow Funds) are attached, garnished, or levied upon under the order of any court, or the delivery thereof will be stayed or enjoined by the order of any court, or any other order, judgment or decree will be made or entered by any court affecting the Escrow Account (or the Escrow 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, provided that the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to the Company Purchaser and the TRA Party Representative of such compliance with such writs, orders or decrees, and the Escrow Agent will 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; (iii) the Escrow Agent may, in its sole and absolute discretion, deposit the Escrow Funds with the Chancery Court of the State of Delaware or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it will be relieved of all liability under the terms hereof as to the property so deposited and will be entitled to recover in such interpleader action, from the other parties hereto, its reasonable out-of-pocket attorneys’ fees and related out-of-pocket costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves, their successors and assigns, do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then clerk, or acting clerk, of said court as their agent for the service of all process in connection with such proceedings; and (iv) notwithstanding anything herein to the contrary, the Escrow Agent will be under no duty to monitor or enforce compliance by the TRA Party Representative or the Company Purchaser with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersMerger Agreement.

Protection of the Escrow Agent. The In consideration of this escrow by the Escrow Agent, the Company and the TRA Party Representative, as applicable, parties agree that: (i) either the Company or the TRA Party Representative parties may examine the Escrow Account (and the Escrow Funds) at any time Amount during normal business hours at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) the Escrow Agent's duties and responsibilities shall be limited to those expressly set forth in this Escrow Agreement, and the Escrow Agent shall not be subject to, nor obligated to recognize, any other agreement between, or direction or instruction of, any or all of the parties hereto even though reference thereto may be made herein; (iii) no assignment of the interest of any party shall be binding upon the Escrow Agent; (iv) in performing their its duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company or the TRA Party Representative (provided, that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectivelyBuyer, or any other evidence deemed by the Escrow Agent to be reliable, and will shall be entitled to act on the advice of counsel selected by it; (iiiv) if the Escrow Account (or the Escrow Funds) are Amount is attached, garnished, or levied upon under the order of any court, or the delivery thereof will shall be stayed or enjoined by the order of any court, or any other order, judgment or decree will shall be made or entered by any court affecting the Escrow Account (or the Escrow Funds)Amount, the Escrow Agent is hereby expressly authorized and instructed to obey and comply with all writs, orders or decrees so entered or issued, whether with or without jurisdiction, provided that ; the Escrow Agent will provide reasonable prior notice, to the extent possible under the circumstances, to the Company and the TRA Party Representative of such compliance with such writs, orders or decrees, and the Escrow Agent will 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, modified annulled, set aside or vacated; (vi) the Escrow Agent may, in its sole and absolute discretion, deposit the Escrow Amount or so much thereof as remains in its hands with the then chief or presiding judge of the Federal District Court whose jurisdiction includes the County of New Castle, Delaware, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability under the terms hereof as to the property so deposited and shall be entitled to recover in such interpleader action, from the other parties hereto, its reasonable out-of-pocket attorneys' fees and related costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves, their successors and assigns, do hereby submit themselves to the jurisdiction of said Court and do hereby appoint the then Clerk, or acting Clerk, of said Court as their agent for the service of all process in connection with such proceedings; (vii) in case the Escrow Agent becomes involved in litigation in connection with this Escrow Agreement, it shall have the right to retain counsel, and shall have a lien on the Escrow Amount for all reasonable out-of-pocket costs, attorneys' fees, charges, disbursements and expenses in connection with such litigation, and shall be entitled to reimburse itself for such expenses out of the Escrow Amount; (viii) if the Escrow Agent's reasonable fees, costs, expenses, or reasonable out-of-pocket attorneys' fees provided for herein are not promptly paid, the Escrow Agent, after notice to the parties, shall have the right to sell the property held hereunder; and (ivix) notwithstanding anything herein to the contrary, the Escrow Agent will shall be under no duty to monitor or enforce compliance by the TRA Party Representative or the Company parties with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersAgreement.

Protection of the Escrow Agent. The Escrow Agent, the Company PubCo, and the TRA Party Representative, as applicable, Stockholders’ Representative agree that: (i) either the Company PubCo or the TRA Party Stockholders’ Representative may examine the Escrow Account (and the Escrow FundsFund) at any time at the office of the Escrow Agent upon reasonable notice to the Escrow Agent; (ii) in performing their duties hereunder, the Escrow Agent may rely on written statements furnished to it by any officer of either the Company or the TRA Party Representative (provided, that such notice is otherwise in accordance with the requirements hereof) with respect to matters related to the Company or the TRA Party Representative, respectively, or any other evidence deemed by the Escrow Agent to be reliable, and will be entitled to act on the advice of counsel selected by it; (iii) if the Escrow Account (or the Escrow FundsFund) are is attached, garnished, or levied upon under the order of any court, or the delivery thereof will be stayed or enjoined by the order of any court, or any other order, judgment writ or decree will be made or entered by any court affecting the Escrow Account (or the Escrow 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, provided that the Escrow Agent will provide reasonable prior written notice, to the extent possible under the circumstanceslegally permissible, to the Company PubCo and the TRA Party Stockholders’ Representative of such compliance with such writs, orders or decrees, along with a copy of such writs, orders or decrees, pursuant to which such court has determined whether and to what extent PubCo, the Stockholders’ Representative or any other Person(s) are entitled to the Escrow Fund (or any portion thereof), and the Escrow Agent will 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, annulled set aside or vacated; (iii) if any conflict or disagreement arises among or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, in its sole and absolute discretion, deposit the Escrow Funds with the Chancery Court of the State of Delaware or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware, and interplead the parties hereto, and upon so depositing such property and filing its complaint in interpleader, it will be relieved of all liability under the terms hereof as to the property so deposited and, subject to Section 9(c), will be entitled to recover in such interpleader action, from the other parties hereto, its reasonable and documented out-of-pocket attorneys’ fees and related documented out-of-pocket costs and expenses incurred in commencing and prosecuting such action and furthermore, the parties hereto for themselves, their successors and assigns, do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then clerk, or acting clerk, of said court as their agent for the service of all process in connection with such proceedings; and (iv) notwithstanding anything herein to the contrary, the Escrow Agent will be under no duty to monitor or enforce compliance by the TRA Party Stockholders’ Representative or the Company PubCo with any term or provision of the Tax Receivable Agreement and the Exchange Agreements. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees. The Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powersMerger Agreement.