RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT Sample Clauses

RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. 1. Escrow Agent shall not be liable under this Agreement with respect to the condition or the contents of the Escrow Materials except as set forth in Section IV above, or for any action taken or omitted in good faith and in the exercise of Escrow Agent's reasonable good judgment, or in reliance upon the advice of the Escrow Agent's counsel, or for any other cause except willful misconduct or conduct found to be negligent, or conduct in disregard of the terms of this Agreement. Escrow Agent shall be obligated for the performance of such duties as are specifically set forth in this Agreement, and may rely upon and shall be protected in relying upon any order or instrument reasonably believed by it to be genuine and to have signed or represented by the proper party or parties. The Company and Employee shall jointly and separately indemnify and hold Escrow Agent harmless of and from any claims, actions, suits or damages, whether in contract or in tort, any loss, liability or expense imposed or incurred by Escrow Agent, including penalties, attorneys' fees, court costs and related expenses, as a result of or in connection with the rendering of its services under this Agreement, provided such Escrow Agent is not adjudged by a court of competent jurisdiction to have acted grossly negligent, willfully, or in bad faith.
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RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties hereto hereby agree shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities.
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RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. 2.1 Escrow Agent is xxxxxx appointed and accepts appointment to act as Escrow Agent under this Agreement.
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RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. Escrow Agent shall not be liable under this Agreement with respect to the condition or contents of the Information or for any action taken or omitted in compliance with this Agreement in good faith and in the exercise of Escrow Agent's own good judgment or in reliance on advice of Escrow Agent's counsel or for any other cause unless a court of competent jurisdiction finds that Escrow Agent's conduct was (i) willful misconduct, (ii) fraudulent, (iii) grossly negligent, (iv) in bad faith or (v) in disregard of or contrary to the terms of this Agreement. Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and may rely and shall be protected in relying on or refraining from acting on any order or instrument reasonably and actually believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between Licensor and any Licensee. Escrow Agent shall not be responsible or liable in any manner whatsoever for the performance by Licensor or any Licensee of their respective obligations under this Agreement.
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RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. Escrow Agent shall not be liable under this Agreement with respect to the condition or contents of the Information or for any action taken or omitted in compliance with this Agreement in good faith and in the exercise of Escrow Agent's own good judgment or in reliance on advise of Escrow Agent's counsel or for any other cause unless a court of competent jurisdiction finds that Escrow Agent's conduct was (i) willful misconduct, (ii) fraudulent, (iii) grossly negligent, (iv) in bad faith or (v) in disregard of or contrary to the terms of this Agreement. Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth in the Agreement and may rely and shall be protected by in
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RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT. The Escrow Agent shall have the following responsibilities and its liabilities shall be limited as follows:
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Related to RESPONSIBILITIES AND LIABILITIES OF ESCROW AGENT

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

  • Rights and Responsibilities of Escrow Agent The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent's rights, duties, liabilities and immunities.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and

  • Duties and Responsibilities of the Escrow Agent The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of “Assumed Contracts” in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.

  • Responsibilities of Sub-Adviser In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it will:

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