PROVISIONS RELATING TO THE ESCROW AGENT. (a) The Escrow Agent agrees to hold the Escrow Funds under the terms and conditions of this Escrow Agreement and to perform the acts and duties imposed upon it hereby. If at any time in the performance of its duties hereunder it is necessary for the Escrow Agent to receive, accept or act upon any notice or writing purported to have been executed or issued by or on behalf of the Purchaser or the Stockholder, it shall not be necessary for the Escrow Agent to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated said writing are authorized so to execute, sign or otherwise issue or authenticate said writing, or that they are the same persons named therein or otherwise to pass upon any requirements of such instruments that may be essential for their validity.
PROVISIONS RELATING TO THE ESCROW AGENT. The Escrow Agent agrees to hold the Deed under the terms and conditions of this Escrow Agreement and to perform the acts and duties imposed upon it hereby. Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by SLPS and Owner. The Escrow Agent shall not be personally liable for any act taken or omitted by it hereunder if taken or omitted by it in good faith and in the exercise of reasonable judgment. The Escrow Agent may resign by giving thirty (30) days prior written notice to all parties hereto. Similarly, the Escrow Agent may be removed and replaced by giving thirty (30) days prior written notice to the Escrow Agent by SLPS and Owner. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after the date of such notice (or at such earlier date as may be mutually agreeable), except for Escrow Agent’s obligations to hold and deliver the Deed to the successor Escrow Agent, and the successor Escrow Agent shall be appointed by SLPS and Owner as evidenced by a written notice filed with the Escrow Agent. If SLPS and Owner are unable to agree upon a successor Xxxxxx Agent following the date of the notice of resignation or removal, the then acting Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Xxxxxx Agent or other appropriate relief; and any such resulting appointment shall be binding upon all of the parties hereto. Upon acknowledgment by any successor Escrow Agent of the receipt of the Deed, the then acting Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement.
PROVISIONS RELATING TO THE ESCROW AGENT. (a) The Escrow Agent shall not be liable hereunder, except for its own gross negligence or willful misconduct. Further, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, Buyer and Sellers shall jointly and severally indemnify, defend and hold the Escrow Agent and each of its officers, directors, employees and agents (and any successor escrow agent) harmless from and against any and all losses, liabilities, claims, actions, damages, actions and expenses, including reasonable attorneys’ fees and disbursements, arising directly or indirectly out of or in connection with this Agreement or the Escrow Agent’s duties hereunder. If one party’s acts or omissions give rise to the above-mentioned indemnity obligation to the Escrow Agent, that party shall reimburse the other party for any expense incurred by such party in connection therewith. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays in the investment or reinvestment of the Escrow Fund, or any loss of interest incident to any such delays.
PROVISIONS RELATING TO THE ESCROW AGENT. Indemnification of Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof.
PROVISIONS RELATING TO THE ESCROW AGENT. 10.1 The Escrow Agent shall be indemnified for all legal costs incurred by it in seeking any counsel in relation to any adverse third party claim to the Escrow Funds. The Escrow Agent shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by its actual fraud, gross negligence or wilful breach of its duties as provided herein.
PROVISIONS RELATING TO THE ESCROW AGENT. (a) The parties hereto acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for performance of such duties as are specifically set forth in this Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might involve any expense or liability unless it shall have been furnished with indemnification as set forth herein; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (iv) may consult with counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
PROVISIONS RELATING TO THE ESCROW AGENT. (a) The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document,
PROVISIONS RELATING TO THE ESCROW AGENT. To induce the Escrow Agent to act hereunder, it is further agreed by AKI and SMI that:
PROVISIONS RELATING TO THE ESCROW AGENT. Section 5.1 The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrowed Property except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith, including without limitation the Merger Agreement. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, opinion, order, resolution or other writing hereunder that is in a form and manner consistent with the requirements set forth in this Escrow Agreement without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. Concurrently with the execution of this Escrow Agreement, the Other Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit B-1 and Exhibit B-2 to this Escrow Agreement.
PROVISIONS RELATING TO THE ESCROW AGENT. (a) The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith. The Escrow Agent may conclusively rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to any written notice, instrument, request, consent, certificate, document, letter, telegram, opinion, order, resolution or other writing hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof.
