Common use of Provisions Concerning Escrow Agent Clause in Contracts

Provisions Concerning Escrow Agent. 5.1 The Escrow Agent shall, for all purposes of this Escrow Agreement, be treated as and considered legally as custodian. The Escrow Agent shall be entitled to rely, and shall be protected in acting or refraining from acting, upon any instruction, document or instrument furnished to it hereunder and believed by it to be genuine and believed by it to have been signed or presented by Somerset or Sellers. Nothing herein contained shall be deemed to impose upon the Escrow Agent any duty to exercise discretion, it being the intention hereof that the Escrow Agent shall not be obligated to act except upon written instructions or direction. The Escrow Agent shall not be liable for any action (or refraining from any action) taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it in this Escrow Agreement or the SPA. The Escrow Agent may consult with counsel of its choice and shall be fully protected and indemnified in acting or refraining to act in good faith in accordance with the opinion of such counsel. 5.2 The Escrow Agent shall not be entitled to compensation for its services as Escrow Agrent, but shall be entitled to reimbursement of any out-of-pocket expenses as may be incurred in connection with the performance of its duties hereunder, such as reimbursement of any wire transfer fee charged in connection with the disbursement of the Escrowed Funds. Somerset shall pay such expenses. 5.3 Somerset and Sellers each agree to indemnify and hold the Escrow Agent harmless from and against any and all loss, damage, liability or expense incurred arising out of or in connection with the acceptance of its position as Escrow Agent and the administration of this Escrow Agreement, including the costs and expenses of defending against any claim in connection with the performance of its duties hereunder; provided, however, that the Escrow Agent shall not be indemnified for any loss, damage, liability or expense caused by or arising out of such Escrow Agent’s gross negligence, willful misconduct or failure to act in good faith. 5.4 It shall be the Escrow Agent’s responsibility for the safekeeping of the Escrowed Funds, the disbursement and delivery of such Escrowed Funds in accordance with this Escrow Agreement, and the Escrow Agent shall not be required to take any other action with reference to any matters which might arise in connection with the Escrowed Funds or this Escrow Agreement. 5.5 If any disagreement arises among Somerset and Sellers with respect to this Escrow Agreement or the Escrowed Funds, the Escrow Agent, upon notice to the parties, shall have the right to retain the Escrowed Funds until the Escrow Agent shall have received (i) a non-appealable order of a court of competent jurisdiction directing delivery of the Escrowed Funds, or (ii) a written agreement executed by Somerset and Sellers directing delivery of the Escrowed Funds, in which event the Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such court order and legal opinion without further question. The Escrow Agent may also, at any time, file a suit in interpleader and obtain an order from a court of appropriate jurisdiction, requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrowed Funds. Upon filing a suit in interpleader and obtaining such an order, the Escrow Agent shall have no further obligations or liabilities to any other party hereto. 5.6 The Escrow Agent is authorized to disregard any and all notices or instructions given to it by Somerset or Sellers, or by any other person, firm or corporation, except only such notices or instructions as are provided for herein or any order or process of any court with jurisdiction. If any property held hereunder is at any time attached, garnished, or levied upon under any court order or by federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to rely upon and comply with any such order, writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon the Escrow Agent; and if the Escrow Agent complies with any such order, writ, levy, judgment or decree, they shall not be liable to any of the parties hereto, or any other person, firm or corporation, by reason of such compliance, even though such order, writ, levy, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 5.7 The Escrow Agent shall not be required or have a duty to notify any person of any payment or the maturity of any security held hereunder nor shall it be required to take any legal action to enforce payment of any security held hereunder. 5.8 The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security, endorsement or escrow instructions. 5.9 The Escrow Agent may, at any time, resign as such by delivering the Escrowed Funds to any successor Escrow Agent designated by all parties hereto in writing or by any court of competent jurisdiction as provided above. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is thirty (30) days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction.

Provisions Concerning Escrow Agent. 5.1 The Escrow Agent shall, for all purposes of this Escrow Agreement, be treated as and considered legally as custodian. (a) The Escrow Agent shall be entitled to rely, and shall be protected in acting or refraining from acting, upon any instruction, document or instrument furnished to it them hereunder and believed by it to be genuine and believed by it to have been signed or presented by Somerset Unique or Sellersthe Shareholders. Nothing herein contained shall be deemed to impose upon the Escrow Agent any duty to exercise discretion, it being the intention hereof that the Escrow Agent shall not be obligated to act except upon written instructions or direction. The Escrow Agent shall not be liable for any action (or refraining from any action) taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it in this Escrow Agreement or the SPAAgreement. The Escrow Agent may consult with counsel of its choice and shall be fully protected and indemnified in acting or refraining to act in good faith in accordance with the opinion of such counsel. 5.2 (b) The Escrow Agent shall not be entitled to compensation a $1,500 fee and reimbursement for its services as Escrow Agrent, but shall be entitled to reimbursement of any out-of-pocket expenses as may be expenses, including, but not limited to, reasonable attorneys' fees incurred in connection with the performance of its duties hereunder, such as reimbursement of to be paid by Unique. The Escrow Agent shall not collect any wire transfer fee charged in connection with the disbursement of from the Escrowed Shares or Escrowed Funds. Somerset shall pay such expenses. 5.3 Somerset (c) Unique and Sellers the Shareholders each agree to indemnify and hold the Escrow Agent harmless from and against any and all loss, damage, liability or expense incurred arising out of or in connection with the acceptance of its position as Escrow Agent and the administration of this Escrow Agreement, including the costs and expenses of defending against any claim in connection with the performance of its duties hereunder; provided, however, that the Escrow Agent shall not be indemnified for any loss, damage, liability or expense caused by or arising out of such Escrow Agent’s 's gross negligence, willful misconduct or failure to act in good faith. 5.4 (d) It shall be the Escrow Agent’s 's responsibility for the safekeeping of the Escrowed FundsFunds and Escrowed Shares, the disbursement and delivery of such Escrowed Funds and Escrowed Shares in accordance with this Escrow Agreement and the Agreement, and the maintenance of records in accordance with this Escrow Agreement, and the Escrow Agent shall not be required to take any other action with reference to any matters which might arise in connection with the Escrowed Funds Funds, the Escrowed Shares or this Escrow Agreement. 5.5 (e) If any disagreement arises should arise among Somerset and Sellers Unique or the Shareholders with respect to this Escrow Agreement or the Escrowed FundsAgreement, the Escrow Agent, upon notice to the parties, shall have the right to retain the Escrowed Funds until or Escrowed Shares, the Escrow Agent shall have received the absolute right to do either or both of the following: (i) a non-appealable order of a court of competent jurisdiction directing delivery withhold or stop all performance under this Escrow Agreement (save and except the safekeeping of the Escrowed Funds, Funds and Escrowed Shares) until the Escrow Agent is satisfied that such disagreement has been resolved; or (ii) a written agreement executed by Somerset and Sellers directing delivery of the Escrowed Funds, in which event the Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such court order and legal opinion without further question. The Escrow Agent may also, at any time, file a suit in interpleader and obtain an order from a court of appropriate jurisdiction, jurisdiction requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrowed Funds. Upon filing a suit in interpleader and obtaining such an order, Funds or the Escrow Agent shall have no further obligations or liabilities to any other party heretoEscrowed Shares. 5.6 (f) The Escrow Agent is authorized to disregard any and all notices or instructions given to it by Somerset Unique or Sellersthe Shareholders, or by any other person, firm or corporation, except only such notices or instructions as are provided for herein or any order or process of any court with jurisdiction. If any property held hereunder is at any time attached, garnished, or levied upon under any court order or by federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to rely upon and comply with any such order, writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon the Escrow Agentit; and if the Escrow Agent it complies with any such order, writ, levy, judgment judgement or decree, they it shall not be liable to any of the parties hereto, or any other person, firm or corporation, by reason of such compliance, compliance even though such order, writ, levy, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 5.7 (g) The Escrow Agent shall not be required or have a duty to notify any person of any payment or the maturity of any security held hereunder nor shall it be required to take any legal action to enforce payment of any security held hereunder. 5.8 (h) The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security, endorsement or escrow instructions. 5.9 The Escrow Agent may, at any time, resign as such by delivering (i) Upon the Escrowed Funds to any successor Escrow Agent designated by all parties hereto in writing or by any court of competent jurisdiction as provided above. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is thirty (30) days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of Shareholders and Unique may jointly appoint a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction.

Provisions Concerning Escrow Agent. 5.1 The Escrow Agent shall, for all purposes of this Escrow Agreement, be treated as and considered legally as custodian. a. The Escrow Agent shall be entitled to rely, and shall be protected in acting or refraining from acting, upon any instruction, document or instrument furnished to it them hereunder and believed by it them to be genuine and believed by it them to have been signed or presented by Somerset CCAi or Sellersthe Shareholders. Nothing herein contained shall be deemed to impose upon the Escrow Agent any duty to exercise discretion, it being the intention hereof that the Escrow Agent shall not be obligated to act except upon written instructions or direction. The Escrow Agent shall not be liable for any action (or refraining from any action) taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it in this Escrow Agreement or the SPAAgreement. The Escrow Agent may consult with counsel of its choice and shall be fully protected and indemnified in acting or refraining to act in good faith in accordance with the opinion of such counsel. 5.2 b. The Escrow Agent shall not be entitled to compensation for its services as Escrow Agrent, but shall be entitled to reimbursement of any for such out-of-pocket expenses as may be expenses, including, but not limited to, reasonable attorneys' fees incurred in connection with the performance of its their duties hereunder, such as reimbursement of hereunder on an equal basis between CCAi and the Shareholders. The Escrow Agent shall not collect any wire transfer fee charged in connection with from the disbursement of the Escrowed Shares or Escrowed Funds. Somerset CCAi shall pay such expensesany fee of the Escrow Agent. 5.3 Somerset c. CCAi and Sellers the Shareholders each agree to indemnify and hold the Escrow Agent harmless from and against any and all loss, damage, liability or expense incurred arising out of or in connection with the acceptance of its position as Escrow Agent and the administration of this Escrow Agreement, including the costs and expenses of defending against any claim in connection with the performance of its their duties hereunder; provided, however, that the Escrow Agent shall not be indemnified for any loss, damage, liability or expense caused by or arising out of such the Escrow Agent’s gross negligence's recklessness, willful misconduct or failure to act in good faith. 5.4 d. It shall be the Escrow Agent’s 's responsibility for the safekeeping of the Escrowed FundsFunds and Escrowed Shares, the disbursement and delivery of such Escrowed Funds and Escrowed Shares in accordance with this Escrow Agreement and the Agreement, and the maintenance of records in accordance with this Escrow Agreement, and the Escrow Agent shall not be required to take any other action with reference to any matters which might arise in connection with the Escrowed Funds Funds, the Escrowed Shares or this Escrow Agreement. 5.5 e. If any disagreement arises among Somerset should arise between CCAi and Sellers the Shareholders with respect to this Escrow Agreement or the Escrowed FundsAgreement, the Escrow Agent, upon notice to the parties, shall have the right to retain the Escrowed Funds until or Escrowed Shares or if the Escrow Agent is not in agreement as to the amount of any reimbursement CCAi is entitled to or any other matter that may arise hereunder, or if the Escrow Agent can not determine the proper action to be taken, the Escrow Agent shall have received the absolute right at its election to do either or both of the following: (i) a non-appealable order of a court of competent jurisdiction directing delivery withhold or stop all performance under this Escrow Agreement (save and except the safekeeping of the Escrowed Funds, Funds and Escrowed Shares) until the Escrow Agent is satisfied that such disagreement has been resolved; or (ii) a written agreement executed by Somerset and Sellers directing delivery of the Escrowed Funds, in which event the Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such court order and legal opinion without further question. The Escrow Agent may also, at any time, file a suit in interpleader and obtain an order from a court of appropriate jurisdiction, jurisdiction requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrowed Funds. Upon filing a suit in interpleader and obtaining such an order, Funds or the Escrow Agent shall have no further obligations or liabilities to any other party heretoEscrowed Shares. 5.6 f. The Escrow Agent is authorized to disregard any and all notices or instructions given to it by Somerset CCAi or Sellersthe Shareholders, or by any other person, firm or corporation, except only such notices or instructions as are provided for herein or any order or process of any court with jurisdiction. If any property held hereunder is at any time attached, garnished, or levied upon under any court order or by federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to rely upon and comply with any such order, writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon the Escrow Agent; and if the Escrow Agent complies with any such order, writ, levy, judgment or decree, they shall not be liable to any of the parties hereto, or any other person, firm or corporation, by reason of such compliance, even though such order, writ, levy, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 5.7 The Escrow Agent shall not be required or have a duty to notify any person of any payment or the maturity of any security held hereunder nor shall it be required to take any legal action to enforce payment of any security held hereunder. 5.8 The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security, endorsement or escrow instructions. 5.9 The Escrow Agent may, at any time, resign as such by delivering the Escrowed Funds to any successor Escrow Agent designated by all parties hereto in writing or by any court of competent jurisdiction as provided above. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is thirty (30) days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction.any

Provisions Concerning Escrow Agent. 5.1 The Escrow Agent shall, for all purposes of this Escrow Agreement, be treated as and considered legally as custodian. (a) The Escrow Agent shall be entitled to rely, and shall be protected in acting or refraining from acting, upon any instruction, document or instrument furnished to it them hereunder and believed by it to be genuine and believed by it to have been signed or presented by Somerset Unique or Sellersthe Shareholders. Nothing herein contained shall be deemed to impose upon the Escrow Agent any duty to exercise discretion, it being the intention hereof that the Escrow Agent shall not be obligated to act except upon written instructions or direction. The Escrow Agent shall not be liable for any action (or refraining from any action) taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it in this Escrow Agreement or the SPAAgreement. The Escrow Agent may consult with counsel of its choice and shall be fully protected and indemnified in acting or refraining to act in good faith in accordance with the opinion of such counsel. 5.2 (b) The Escrow Agent shall not be entitled to compensation a $1,500 fee and reimbursement for its services as Escrow Agrent, but shall be entitled to reimbursement of any out-of-pocket expenses as may be expenses, including, but not limited to, reasonable attorneys' fees incurred in connection with the performance of its duties hereunder, such as reimbursement of to be paid by Unique. The Escrow Agent shall not collect any wire transfer fee charged in connection with the disbursement of from the Escrowed Shares or Escrowed Funds. Somerset shall pay such expenses. 5.3 Somerset (c) Unique and Sellers the Shareholders each agree to indemnify and hold the Escrow Agent harmless from and against any and all loss, damage, liability or expense incurred arising out of or in connection with the acceptance of its position as Escrow Agent and the administration of this Escrow Agreement, including the costs and expenses of defending against any claim in connection with the performance of its duties hereunder; provided, however, that the Escrow Agent shall not be indemnified for any loss, damage, liability or expense caused by or arising out of such Escrow Agent’s 's gross negligence, willful misconduct or failure to act in good faith. 5.4 (d) It shall be the Escrow Agent’s 's responsibility for the safekeeping of the Escrowed FundsFunds and Escrowed Shares, the disbursement and delivery of such Escrowed Funds and Escrowed Shares in accordance with this Escrow Agreement and the Agreement, and the maintenance of records in accordance with this Escrow Agreement, and the Escrow Agent shall not be required to take any other action with reference to any matters which might arise in connection with the Escrowed Funds Funds, the Escrowed Shares or this Escrow Agreement. 5.5 (e) If any disagreement arises should arise among Somerset and Sellers Unique or the Shareholders with respect to this Escrow Agreement or the Escrowed FundsAgreement, the Escrow Agent, upon notice to the parties, shall have the right to retain the Escrowed Funds until or Escrowed Shares, the Escrow Agent shall have received the absolute right to do either or both of the following: (i) a non-appealable order of a court of competent jurisdiction directing delivery withhold or stop all performance under this Escrow Agreement (save and except the safekeeping of the Escrowed Funds, Funds and Escrowed Shares) until the Escrow Agent is satisfied that such disagreement has been resolved; or (ii) a written agreement executed by Somerset and Sellers directing delivery of the Escrowed Funds, in which event the Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party reasonably satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such court order and legal opinion without further question. The Escrow Agent may also, at any time, file a suit in interpleader and obtain an order from a court of appropriate jurisdiction, jurisdiction requiring all persons involved to litigate in such court their respective claims arising out of or in connection with the Escrowed Funds. Upon filing a suit in interpleader and obtaining such an order, Funds or the Escrow Agent shall have no further obligations or liabilities to any other party heretoEscrowed Shares. 5.6 (f) The Escrow Agent is authorized to disregard any and all notices or instructions given to it by Somerset Unique or Sellersthe Shareholders, or by any other person, firm or corporation, except only such notices or instructions as are provided for herein or any order or process of any court with jurisdiction. If any property held hereunder is at any time attached, garnished, or levied upon under any court order or by federal, state or local taxing authorities, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events, the Escrow Agent is authorized to rely upon and comply with any such order, writ, levy, judgment or decree which it is advised by legal counsel of its own choosing is binding upon the Escrow Agentit; and if the Escrow Agent it complies with any such order, writ, levy, judgment judgement or decree, they it shall not be liable to any of the parties hereto, or any other person, firm or corporation, by reason of such compliance, compliance even though such order, writ, levy, judgment or decree may be subsequently subse quently reversed, modified, annulled, set aside or vacated. 5.7 (g) The Escrow Agent shall not be required or have a duty to notify any person of any payment or the maturity of any security held hereunder nor shall it be required to take any legal action to enforce payment of any security held hereunder. 5.8 (h) The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement endorse ment thereon, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security, endorsement or escrow instructions. 5.9 The Escrow Agent may, at any time, resign as such by delivering (i) Upon the Escrowed Funds to any successor Escrow Agent designated by all parties hereto in writing or by any court of competent jurisdiction as provided above. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction), or (ii) the day which is thirty (30) days after the date of delivery of the Escrow Agent’s written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of Shareholders and Unique may jointly appoint a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction.