Reliance on Orders. The Escrow Agent is authorized to comply with Judgments issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgment, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgment, or in case any writ, Judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such writ, Judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such writ, Judgment or decree, it shall not be liable to any of the Interested Parties hereto or to any other person or entity by reason of such compliance even though such writ, Judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.), Purchase and Sale Agreement (Talos Energy Inc.)
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties hereto or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 2 contracts
Samples: Escrow Agreement (EnCap Energy Capital Fund X, L.P.), Stock Purchase Agreement (Hill International, Inc.)
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Escrowed Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Escrowed Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties hereto Company or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 2 contracts
Samples: Forward Share Purchase Agreement (Lavoro LTD), Forward Share Purchase Agreement (TPB Acquisition Corp I)
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s 's jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties hereto or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 2 contracts
Samples: Settlement Agreement (Sotera Health Co), Settlement Agreement (Sotera Health Co)
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s 's jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by legal counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties hereto or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. To the extent permitted by applicable law, the Escrow Agent shall send a copy of any such order, writ, judgment or decree to each of the Interested Parties promptly after receipt thereof.
Appears in 1 contract
Samples: Escrow Agreement (Nii Holdings Inc)
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties Company hereto or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Appears in 1 contract
Reliance on Orders. The Escrow Agent is authorized to comply with Judgments final orders issued or final process entered by any court with respect to the Escrow Property, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Property is at any time attached, garnished or levied upon under any Judgmentcourt order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any Judgmentcourt order, or in case any writorder, Judgment judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent Agent, after having provided notice to the Escrow Issuer, is authorized to rely upon and comply with any such order, writ, Judgment judgment or decree which it is advised by counsel is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, Judgment judgment or decree, it shall not be liable to any of the Interested Parties hereto or to any other person or entity by reason of such compliance even though such order, writ, Judgment judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, upon the Escrow Agent becoming aware of any such order, process, judgment, decree, stay or injunction described above (any of the foregoing, an “Order”), the Escrow Agent shall, to the extent permitted by applicable law and process, notify the Escrow Issuer of such Order in writing, which notice shall provide reasonably detailed information with respect to such Order such that the Escrow Issuer would be able to seek to vacate or oppose such Order (the “Notice”). With respect to any such Order, during the 60 days after delivery of such Notice, the Escrow Agent shall, except as required by applicable law or process, take no action with respect to the Escrow Property until the Escrow Issuer has had the opportunity to vacate or oppose such Order in good faith.
Appears in 1 contract
Samples: Escrow Agreement (Revlon Inc /De/)