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 a. This Agreement represents the entire understanding of the Parties, and Escrow Bank is only required to perform the duties expressly described in this Agreement, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between Escrow Bank, Royalton and Intermediary made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by both Parties. Escrow Bank may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting person or entity and does not have any duty to inquire or investigate the validity of any such written instruction. Escrow Bank is not required to solicit funds from the Intermediary in connection with this Agreement. Escrow Bank is permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys and is allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of Escrow Bank. Should Escrow Bank receive conflicting directions or become uncertain as to its duties under this Agreement, Escrow Bank will be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the Parties, and will only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement between the Parties is executed or a court of competent jurisdiction renders an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all of the Escrow Funds into such court for holding and disposition. Upon release of the Escrow Funds to a court as provided in the preceding sentence, Escrow Bank shall be fully released from any and all further obligations, except for the provision of written notice to the Intermediary, setting forth in such notice the date of release of the Escrow Funds, the person or entity to whom released, the amount released and a statement setting forth Escrow Bank’s release from further obligations to the Intermediary.
Rights and Duties of Escrow Agent. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement. 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 bad 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 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. 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. 56 20. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 21. Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 22. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . 62
Rights and Duties of Escrow Agent. 56 20. Notices.................................................................... 58 21. Transfer................................................................... 60 22. Confidentiality............................................................ 62
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.
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 hereunder.
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.
