Representations of the Escrow Agent. The Escrow Agent hereby represents and warrants that it meets Tarion’s requirements for firms acting as escrow agents as communicated in writing to the Escrow Agent by Tarion on or before the date of this Agreement.
Representations of the Escrow Agent. Premiere and the Shareholders ----------------------------------- acknowledge that the Escrow Agent is serving as escrow agent for the limited purposes set forth herein and each represent, covenant and warrant to the Escrow Agent that no statement or representation, whether oral or in writing, has been or will be made to any prospective subscribers of the Premiere Common Stock to the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Premiere Common Stock or approved, endorsed or passed upon the merits of such investment or is otherwise involved in any manner with the transactions or events contemplated in the Merger Agreement other than as the Escrow Agent under this Agreement. It is further agreed that no party shall in any way use the name "SunTrust Bank, Atlanta" or "SunTrust Banks, Inc." in any sales presentation or literature except in the context of the duties of the Escrow Agent as escrow agent of the offering of the Premiere Common Stock in the strictest sense. Any breach or violation of the paragraph shall be grounds for immediate termination of the Agreement by the Escrow Agent in accordance with the terms and provisions set forth herein. Without limitation to any release, indemnification or hold harmless provision in favor of the Escrow Agent as elsewhere provided in this Agreement, Premiere covenants and agrees to indemnify Escrow Agent and its officers, directors, employees and agents harmless from and against all liability, cost, losses and expenses, including but not limited to attorneys' fees and expenses which are suffered or incurred by Escrow Agent or any such officer, director, employee or agent as a direct or indirect result of the threat or the commencement of any claim or proceeding against Escrow Agent or any such officer, director, employee or agent based in whole or in part upon the allegation of a misrepresentation or an omission of a material or significant fact in connection with the sale or distribution of the Premiere Common Stock. The Escrow Agent shall have no responsibility for approving or accepting on behalf or Premiere or the Shareholders Representative any proceeds delivered to it hereunder, nor shall the Escrow Agent be responsible for authorizing the issuance of the Premiere Common Stock or for determining the qualification of any purchaser or the accuracy of the information contained in the Acquisition Agreement. The indemnification provisions set forth herein shall ...
Representations of the Escrow Agent. The Escrow Agent hereby represents and warrants that it or its relevant partners are lawyers in good standing in the Province of Ontario.
Representations of the Escrow Agent. The Escrow Agent hereby represents and warrants to the Issuer and the State Treasurer as follows:
