Rights and Duties of Escrow Agent Sample Clauses

Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy. (b) The parties hereto further agree that the Escrow Agent shall not be liable for failure of the banking depository for the Deposits. No claim shall be made by the Seller or Buyer against the Escrow Agent except for the Deposit remaining in its possession, claims for the Escrow Agent's own willful default hereunder. The Escrow Agent shall be protected in acting upon any notice, request, consent, demand, statement, note or other paper or document believed by it to be genuine and to have been signed by the party or parties purporting to sign the same. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any loss, liability, damage or expense incurred by it in acting in its capacity as Escrow Agent, including, but not limited to, any reasonable attorneys' fees arising out of an action in interpleader. Except for such reimbursement, the Escrow Agent shall not charge any fee for its services as Escrow Agent. (c) By joining herein, the Escrow Agent assumes responsibility only for performance of those obligations imposed upon it under the terms of this Agreement and does not undertake to perform any other covenant, term, condition or provision of this Agreement incumbent upon the Seller or Buyer hereunder.

Rights and Duties of Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith, excepting only loss or other liability caused by its own gross negligence, wilful misconduct, fraud or lack of good faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.

Rights and Duties of Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted excepting only direct loss caused by its own gross negligence, wilful misconduct, fraud or lack of good faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall the liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed in aggregate the amount of the annual fee for acting as escrow agent xxxxxxxxx.

Rights and Duties of Escrow Agent. (a) Escrow Agent is executing this Agreement for the purposes of confirming (i) the opening of escrow, at its offices in Seattle, Washington, and San Francisco, California, for the transactions contemplated hereby and (ii) Escrow Agent's agreement to act in accordance with the provisions hereof governing the Escrow Agent. This Agreement, together with any supplemental instructions jointly executed by Purchaser and Winmar Co., as agent for Sellers, and delivered to Escrow Agent, shall constitute the escrow instructions by which the transaction contemplated herein shall be consummated, provided that in the event of an inconsistency between any such jointly executed supplemental instructions and the terms of this Agreement, the terms of the jointly executed supplemental instructions shall prevail. If this Agreement is terminated by Purchaser or Sellers under and in accordance with a provision hereof that entitles Purchaser to the return of the Deposit, Winmar Co., as agent for Sellers, shall promptly instruct Escrow Agent to return the Deposit to Purchaser. (b) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow Agent may deem necessary to advise Escrow Agent properly in connection with its obligations hereunder and to represent Escrow Agent in any litigation to which Escrow Agent may be a party by reason of this Agreement, and Escrow Agent may rely on the advice of such counsel and may pay them reasonable compensation for their services as part of Escrow Agent's fee payable by Purchaser and Sellers in accordance with Section 14 hereof. (c) Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents now or hereafter presented to Escrow Agent hereunder or of any endorsement thereon or for any lack of endorsement thereon or for any description therein, nor shall Escrow Agent be responsible or liable in any respect on account of the liability, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document or endorsement or this Agreement. (d) The duties and responsibilities of Escrow Agent shall be limited to those expressly set forth herein, as the same may be supplemented by written escrow instructions executed and delivered by Purchaser and Winmar Co., as agent for Sellers. (e) Escrow Agent may resign by providing not less than thirty (30) days' prior written notice to Purchaser and to Winmar Co., as agen...

Rights and Duties of Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted or for any error of judgment made by it in the performance of its duties under this Agreement excepting only direct loss caused by its own gross negligence, wilful misconduct or fraud. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Escrow Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall the liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed in aggregate the amount of the annual fee for acting as escrow agent hereunder.

Rights and Duties of Escrow Agent. 24 9.2 EVIDENCE, EXPERTS AND ADVISERS.................................25 9.3 DOCUMENTS, MONIES, ETC. HELD BY ESCROW AGENT...................26 9.4 ACTIONS BY ESCROW AGENT TO PROTECT INTEREST....................26 9.5 ESCROW AGENT NOT REQUIRED TO GIVE SECURITY.....................26 9.6

Rights and Duties of Escrow Agent. The rights and duties of the Escrow Agent are governed by the following: (a) In the event of a dispute between City and LTF as to the disposition of any of the Documents, each will bear full responsibility for their own expenditures in connection with such dispute (including reasonable attorney’s fees), and will divide equally between them reimbursement of all costs and expenses incurred by Xxxxxx Agent in the execution of its duties hereunder, including, without limitation, Escrow Agent’s reasonable attorneys' fees and costs (which may include the reasonable charges of Escrow Agent’s attorneys at their normal billing rates for all services rendered in connection with this Agreement). (b) City and LTF agree jointly and severally to indemnify Escrow Agent and save it harmless against any and all liabilities, including judgments, costs, and counsel fees, for anything done, suffered, or omitted by Escrow Agent in the performance of this Agreement except as a result of Escrow Agent's gross negligence or willful misconduct. (c) Escrow Agent will not be responsible for any failure of City and LTF to comply with covenants contained in this Agreement, or any other agreement involved in the transaction contemplated thereby. Escrow Agent will not be responsible for inquiring into or resolving any controversy between City and LTF.

Rights and Duties of Escrow Agent. 56 20. Notices.................................................................... 58 21. Transfer................................................................... 60 22. Confidentiality............................................................ 62

Rights and Duties of Escrow Agent. The acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent.

Rights and Duties of Escrow Agent. Escrow Agent does not have an interest in the Escrow Cash and has possession thereof only as escrow holder in accordance with the terms of this Agreement. Escrow Agent acknowledges and agrees that Escrow Agent is not a “holder” of the Escrow Cash as that term is defined under the Uniform Commercial Code in effect in the Commonwealth of Pennsylvania from time to time, and, as such, Escrow Agent acknowledges and agrees that the Escrow Cash may not be subject to any existing or hereafter filed and perfected security interests in any of the property of Escrow Agent held by any now or hereafter existing creditors of Escrow Agent.