Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent. (a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law. (b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement. (c) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement. (d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties. (e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct. (f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. (g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 4 contracts
Samples: Escrow Agreement (Quadriga Superfund), Escrow Agreement (Quadriga Superfund), Escrow Agreement (Quadriga Superfund)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee, and, unless it has been notified in writing, shall not be charged with knowledge of any agreement or arrangement between the Company and the Trustee (other than the Indenture and the transactions contemplated under the Indenture). The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunderhereunder or whether, except for its bad faith, gross negligence or willful misconduct, the Collateral is, at any time, sufficient to make any Scheduled Interest Payment or otherwise satisfy the Secured Obligations, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party Company or partiesthe Trustee, as applicable.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct.
(f) The Escrow Agent may may, but shall be under no obligation to, (i) seek the advice of legal counsel or (ii) petition a court for a declaratory ruling or other form of instruction in the event of any dispute regarding this Agreement or the subject matter hereof or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. counsel or such declaratory ruling or court instruction.
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America. In the case of a mutual agreement, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute; and in the case of any judicial or similar order, decree or judgment, a copy of such order, decree or judgment, together with an opinion of counsel as to the finality of such order, decree or judgment, shall have been delivered to the Escrow Agent. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 2 contracts
Samples: Pledge and Escrow Agreement, Pledge and Escrow Agreement (Airtran Holdings Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereto hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement hereof and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreementherein. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence faith or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance ofacceptance, or the performance performance, of its duties and obligations under this Escrow Agreement hereunder as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Cygne Designs Inc), Escrow Agreement (Cygne Designs Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 2 contracts
Samples: Pledge and Escrow Agreement (Cv Therapeutics Inc), Pledge and Escrow Agreement (Cv Therapeutics Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel feesfees and expenses, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and conclusively relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
(h) In no event shall the Escrow Agent be liable to the Company, the Trustee or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether such party has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement.
(i) The Escrow Agent shall not be obligated to take any action hereunder which might in the Escrow Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it.
(j) The Escrow Agent may perform any duties hereunder either directly or by or through agents and attorneys and the Escrow Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
(k) If, at any time, (a) there shall exist any dispute with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of the Escrow Agent hereunder or (b) the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent is authorized to retain the Escrow Funds until (i) such dispute or uncertainty shall be resolved to the satisfaction of the Escrow Agent in its sole discretion or (ii) the Escrow Agent files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Funds and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any agreement, court order or arbitration decision without further question, inquiry or consent. The Escrow Agent shall have no liability to the Company, the Trustee or any other person with respect to any suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action reasonably required or requested of the Escrow Agent.
Appears in 2 contracts
Samples: Pledge and Escrow Agreement, Pledge and Escrow Agreement (Exelixis Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any noteDebenture, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 2 contracts
Samples: Pledge and Escrow Agreement (Jetblue Airways Corp), Pledge and Escrow Agreement (Jetblue Airways Corp)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out forth in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Each of Parent, Sub and the Company, jointly and severally, will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence negligence, fraud or willful intentional misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful bad faith, gross negligence, fraud or intentional misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to proceed in accordance with Section 4(b) or retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of AmericaStates, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in Section 4(b) and this Section 7 6 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of set forth in this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by GC or IPC or any of their affiliates. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will reimburse GC and IPC agree to jointly and severally indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to counsel fees, incurred without gross negligence, bad faith, gross negligence faith or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence, bad faith or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 8 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Settlement and Rejection Agreement (Ipc Acquisition Corp)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the Escrow Agent and any of the other parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
(i) No provision of this Indenture shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(j) In no event shall the Escrow Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Appears in 1 contract
Samples: Pledge and Escrow Agreement (Raser Technologies Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the no duties or obligations shall be inferred or implied. Escrow Agent shall not be liable except for the performance of such duties and obligations as are expressly and specifically set out in this Escrow Agreement. Escrow Agent shall not be liable for the accuracy of any calculations made by any Escrow Party or the sufficiency of any funds for any purpose.
(b) Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
(c) Escrow Agent is not a party to, and is not bound by, or required to comply with any agreement or other document out of which this Agreement may arise. Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreements or arrangements between the Escrow Parties. Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of either Escrow Party or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent under this Agreement, Escrow Agent shall not be obliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between the Escrow Parties, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
(d) Escrow Agent shall not have any responsibility to determine the authenticity or validity of any notice, direction, instruction, instrument, document or other items delivered to it by any party, or for the identity, authority or rights of persons executing or delivering any such notice, direction, instruction, instrument, document, or other items delivered to it by such party or parties. Escrow Agent is authorized to comply with and rely upon any notice, direction, instruction or other communication reasonably believed by it to have been sent or given by either Escrow Party and, in the absence of willful misconduct or gross negligence, shall be fully protected in acting in accordance with such written direction or instructions given to it under, or pursuant to, this Agreement.
(e) Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced in writing and delivered to Escrow Agent signed by each party’s Authorized Representative and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. No person, firm or corporation will be recognized by Escrow Agent as a successor or assignee of either Escrow Party until there shall be presented to Escrow Agent evidence satisfactory to it of such succession or assignment. This Escrow Agreement shall not be deemed to create a fiduciary relationship between among the parties hereto under state or federal law.. *Please note parts of this Agreement are designated with an asterisk which indicates that material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Huawei Inventergy Confidential 52 / 65
(bf) The If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Assigments (including but not limited to orders of attachment or any other forms of levies or injunctions or stays relating to the transfer of the Escrow Assignments), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be responsible in liable to any manner for of the validity parties hereto or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreementwithout legal force or effect.
(cg) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, action taken or omitted or for any act done loss or step taken damage resulting from its actions or omitted by it its performance of its duties hereunder in good faith the absence of gross negligence or willful misconduct on its part, provided that Escrow Agent acts in accordance with this Agreement. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from either Escrow Party, or any entity acting on behalf of either, (ii) for any mistake in act consequential, punitive or lawspecial damages, (iii) for the acts or omissions of its nominees, designees, subagents or subcustodians, or (iv) for anything which it may do or refrain from doing an amount in connection herewithexcess of the value of the Escrow Assignments, except its own willful misconductvalued as of the date of loss.
(fh) The Escrow Agent may seek the advice of legal counsel in In the event of any dispute ambiguity or question uncertainty hereunder or in any notice or other communication received by Escrow Agent hereunder, Escrow Agent is hereby authorized by the Escrow Parties to refrain from taking any action other than to retain possession of the Escrow Assignments, unless Escrow Agent receives written instructions, signed by an Authorized Representative of both Escrow Parties which eliminates such ambiguity or uncertainty.
(i) Escrow Agent may consult with legal counsel of its own choosing (the fees of which shall be indemnifiable expenses pursuant to Section 9) as to the construction of any of the provisions of matter relating to this Agreement and Escrow Agreement or its duties hereunder, and it Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should .
(j) In the event of any dispute arise or conflicting claim with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions. Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, own gross negligence or willful misconduct or gross negligencemisconduct, all or any part of the Escrow Account Assignments until such dispute shall have been settled either by mutual agreement by of the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed America (as notified to Escrow Agent in writing by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent and setting forth the resolution of the dispute). The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. The rights of Escrow Agent under this paragraph are in addition to all other rights which it may have by law or otherwise including, without limitation, the right to file an action in interpleader. *Please note parts of this Agreement are designated with an asterisk which indicates that material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
(gk) The agreements set forth Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the foreseeable control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, terrorism or the unavailability of the Federal Reserve Bank or other wire or communication facility).
(l) When Escrow Agent acts on any communication (including, but not limited to, communication with respect to the delivery of securities or the wire transfer of funds) sent by electronic transmission, Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in this Section 7 the event such communication is not an authorized or authentic communication of the party involved or is not in the form the party involved sent or intended to send (whether due to fraud, distortion or otherwise). Escrow Agent shall survive not be liable for any losses, costs or expenses arising directly or indirectly from Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. Buyer or the termination Seller Escrow Party, as the case may be, absent gross negligence or willful misconduct, agrees to assume all risks arising out of this the use of such electronic transmission to submit instructions and directions to Escrow Agreement Agent, including without limitation the risk of Escrow Agent acting on unauthorized instructions, and the payment of all amounts hereunderrisk or interception and misuse by third parties.
Appears in 1 contract
Samples: Patent Rights Assignment Agreement (Inventergy Global, Inc.)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Flashpoint will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent (in such role) is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent (in such role) shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Agreement. The Escrow AgreementAgent shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent (and its directors, officers and agents) for, and hold it (and such directors, officers and agents) harmless against against, any loss, liability liability, damage, cost or expense, including but not limited to counsel fees, expense incurred without bad faith, gross negligence or willful misconduct on the part of by the Escrow Agent arising out of or in conjunction connection with its acceptance of, this Agreement or with the performance administration of its duties hereunder, including but not limited to (i) reasonable attorneys’ fees and obligations under this Escrow Agreement as well as the other costs and expenses of defending or preparing to defend against any claim of liability and (ii) with respect to any taxes, assessments, additions for late payment, interest, penalties and other governmental charges that may be assessed or liability arising out of asserted against the Escrow Agent (and its directors, officers and agents) in connection with, on account of, or relating to this the Escrow AgreementFunds, the management established hereby, and any payment or distribution of or from the Escrow Funds, unless and except to the extent any such loss, liability, damage, cost and expense shall have resulted from the Escrow Agent’s gross negligence, bad faith, or willful misconduct.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence, bad faith or willful misconduct.
(f) The Escrow Agent may seek consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of legal such counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and instance shall be fully protected full and complete authorization and protection in respect of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the opinion or advice of such counsel. .
(g) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent’s own gross negligence, bad faith or willful misconduct.
(h) The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account.
(i) The Escrow Agent shall not be required or obligated to distribute any Escrow Funds (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days, or such shorter time period as may be specified in this Agreement, after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be.
(j) Unless and except to the extent otherwise expressly set forth herein, all deposits and payments hereunder, or pursuant to the terms hereof shall be in U.S. dollars.
(k) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and and, in the case of a mutual agreement, a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. Unless such dispute shall have been settled by mutual agreement of the parties, the Escrow Agent shall be entitled to receive (from and at the expense of the claiming party) an opinion of counsel to the effect that any order, judgment or decree is final and not subject to appeal. The Escrow Agent shall have the option, after thirty (30) calendar days’ notice to the Interested Parties of its intention to do so, to file an action in interpleader requiring the Interested Parties hereto to answer and litigate any claims and rights among themselves. The costs and expense (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be joint and several obligations of the Interested Parties.
(gl) The agreements set forth in this Section 7 11 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee (including, but not limited to, the occurrence of any Event of Default under the Indenture). The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall be liable for and shall reimburse and indemnify the Escrow Agent for, and hold it the Escrow Agent harmless from and against any lossand all claims, liability losses, liabilities, costs, damages or expenseexpenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to counsel feesLosses incurred by the Escrow Agent in connection with its successful defense, incurred without bad faithin whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require the part Escrow Agent to be indemnified for Losses caused by its gross negligence or willful misconduct. The provisions of this clause (c) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow AgreementAgent.
(d) The Escrow Agent shall be fully protected in acting on and conclusively relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany and/or the Trustee.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
(h) In no event shall the Escrow Agent be liable to the Company, the Trustee or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether such party has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement.
(i) The Escrow Agent shall not be obligated to take any action hereunder which might in the Escrow Agent’s judgment involve any risk of expense, loss or liability, unless it shall have been furnished with indemnity and/or security satisfactory to it.
(j) The Escrow Agent may perform any duties hereunder either directly or by or through agents and attorneys and the Escrow Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
(k) If, at any time, (a) there shall exist any dispute with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of the Escrow Agent hereunder or (b) the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent is authorized to retain the Escrow Funds until (i) such dispute or uncertainty shall be resolved to the satisfaction of the Escrow Agent in its sole discretion or (ii) the Escrow Agent files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Funds and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any agreement, court order or arbitration decision without further question, inquiry or consent. The Escrow Agent shall have no liability to the Company, the Trustee or any other person with respect to any suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action reasonably required or requested of the Escrow Agent.
(l) In no event shall the Escrow Agent be liable for an amount in excess of the value of the Escrow Funds, valued as of the date of deposit.
Appears in 1 contract
Samples: Pledge and Escrow Agreement (Northwest Biotherapeutics Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company, the Guarantors and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company and the Guarantors shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesany Issuer.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company, the Guarantors or the Holders of the Notes or the registered holders of the Senior Discount Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Debentures of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable liable, except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This The Escrow Agreement Agent shall not be deemed required to create inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by Purchaser and Seller. The Escrow Agent is not a fiduciary relationship between party to, and is not bound by, any agreement or other document out of which this Escrow Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties hereto under state and, if the duties or federal lawrights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Escrow Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Purchaser and the Company will each reimburse and indemnify the Escrow Agent for, and hold it harmless against against, one-half (1/2) of any loss, liability or expense, including but not limited to reasonable counsel fees, incurred without bad faith, willful misconduct or gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement Agreement, as well as the reasonable costs and expenses expenses, including reasonable counsel fees, of defending against any claim or liability arising out of or relating to this Escrow Agreement; provided, that if the Closing under the Asset Purchase Agreement occurs, all such fees, costs, expenses and indemnities shall be borne by Purchaser.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written advice or opinion of such counsel. .
(g) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow AccountFunds, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account Funds until such dispute shall have been settled either by mutual written agreement signed by Purchaser and the parties concerned Company or by the final non-appealable order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, Bankruptcy Court and a notice executed by Purchaser and the parties to the dispute Company or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the disputedispute and the amount of the Escrow Funds to be paid pursuant thereto, which notice Purchaser and the Company hereby agree to so execute and deliver to the Escrow Agent in the event that such an order, decree or judgment is obtained from or issued by the Bankruptcy Court. The Escrow Agent shall make the payments of the amounts set forth in such notice within two (2) business days of its receipt of such notice in accordance with the terms thereof. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. Purchaser and Seller acknowledge and agree that neither party will seek an order for the release of the Escrow Funds without giving adequate notice of such action to the other party so that the other party has sufficient opportunity to appear with respect thereto.
(gh) The agreements set forth in this Section 7 6 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Real Estate Partners L P)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties Parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the no duties or obligations shall be inferred or implied. Escrow Agent shall not be liable except for the performance of such duties and obligations as are expressly and specifically set out in this Escrow Agreement. Escrow Agent shall not be liable for the accuracy of any calculations or the sufficiency of any funds for any purpose.
(b) Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
(c) Escrow Agent is not a party to, and is not bound by, or required to comply with any agreement or other document out of which this Agreement may arise. Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreements or arrangements between Purchaser and Seller. Escrow Agent shall be under no liability to any Party hereto by reason of any failure on the part of Purchaser, Seller or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent under this Agreement, Escrow Agent shall not be obliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between Purchaser and Seller, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
(d) Escrow Agent shall not have any responsibility to determine the authenticity or validity of any notice, direction, instruction, instrument, document or other items delivered to it by Purchaser or Seller, or for the identity, authority or rights of persons executing or delivering any such notice, direction, instruction, instrument, document, or other items delivered to it by such Party or Parties. Unless Escrow Agent has actual knowledge of any material inaccuracy, misstatement or fraud, Escrow Agent is authorized to comply with and rely upon any notice, direction, instruction or other communication believed by it in good faith to have been sent or given by Purchaser and/or Seller and shall be fully protected in acting in accordance with such written direction or instructions given to it under, or pursuant to, this Agreement.
(e) Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced in writing and delivered to Escrow Agent signed by Purchaser’s and Seller’s Authorized Representative and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. No person, firm or corporation will be recognized by Escrow Agent as a successor or assignee of Purchaser or Seller until there shall be presented to Escrow Agent evidence satisfactory to it of such succession or assignment. This Escrow Agreement shall not be deemed to create a fiduciary relationship between among the parties Parties hereto under state or federal law.
(bf) The If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way binds the Escrow Property (including but not limited to orders of attachment or any other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), Escrow Agent is authorized to comply with all such orders which it is advised by legal counsel of its own choosing are binding upon it; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be responsible in any manner for the validity liable to either Purchaser or sufficiency of any property delivered hereunder, Seller or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreementwithout legal force or effect.
(cg) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step action taken or omitted to be taken by it in good faith or for any mistake loss or damage resulting from its actions or its performance of its duties hereunder in act the absence of gross negligence or lawwillful misconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Purchaser and/or Seller, or any entity acting on behalf of either, (ii) for anything which it may do any consequential, punitive or refrain from doing special damages, or (iii) for an amount in connection herewithexcess of the value of the Escrow Property, except its own willful misconductvalued as of the date of loss.
(fh) The Escrow Agent may seek the advice of legal counsel in In the event of any dispute ambiguity or question uncertainty hereunder or in any notice or other communication received by Escrow Agent hereunder, Escrow Agent is hereby authorized by Purchaser and Seller to refrain from taking any action other than to retain possession of the Escrow Property, unless Escrow Agent receives written instructions, signed by an Authorized Representative of both Purchaser and Seller which eliminates such ambiguity or uncertainty.
(i) Escrow Agent may consult with legal counsel of its own choosing, at the expense of Purchaser, as to the construction of any of the provisions of matter relating to this Agreement and Escrow Agreement or its duties hereunder, and it Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should .
(j) In the event of any dispute arise or conflicting claim with respect to the payment, ownership or right of possession of the Escrow AccountAccount or the Escrow Property, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions. Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, own gross negligence or willful misconduct or gross negligencemisconduct, all or any part of the Escrow Account Property until such dispute shall have been settled either by mutual agreement by of the parties concerned Purchaser and Seller or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed America (as notified to Escrow Agent in writing by the parties to the dispute Purchaser and Seller or their authorized representatives shall have been delivered to the Escrow Agent Authorized Representatives and setting forth the resolution of the dispute). The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. The rights of Escrow Agent under this paragraph are in addition to all other rights which it may have by law or otherwise including, without limitation, the right to file an action in interpleader.
(gk) The agreements set forth Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, terrorism or the unavailability of the Federal Reserve Bank or other wire or communication facility).
(l) When Escrow Agent acts on any communication (including, but not limited to, communication with respect to the delivery of securities or the wire transfer of funds) sent by electronic transmission, Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Party involved or is not in the form the Party involved sent or intended to send (whether due to fraud, distortion or otherwise). Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. Purchaser or Seller, as the case may be, agrees to assume all risks arising out of the use of such electronic transmission to submit instructions and directions to Escrow Agent, including without limitation the risk of Escrow Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.
(m) Escrow Agent shall furnish Purchaser and Seller periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by Purchaser and Seller or any investment advisor. Upon Purchaser’s and Seller’s election, such statements will be delivered via Escrow Agent’s Online Trust and Custody service and upon electing such service, paper statements will be provided only upon request. Statements will be deemed to be correct and final upon receipt thereof by Purchaser and Seller unless Purchaser or Seller notifies Escrow Agent in writing to the contrary within thirty Business Days of the date of such statement. Purchaser and Seller waive the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. Purchaser and Seller further understand that trade confirmations for securities transactions effected by Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.
(n) Escrow Agent will not be under any duty to give the Escrow Property held by it hereunder any greater degree of care than it gives its own similar property and will not be required to invest any funds held hereunder except as directed in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunderAgreement. Uninvested funds held hereunder will not earn or accrue interest.
Appears in 1 contract
Samples: Stock Purchase Agreement (Usec Inc)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the no duties, responsibilities, or obligations shall be inferred or implied. Escrow Agent shall not be liable except for the performance of such duties and obligations as are expressly and specifically set out in this Escrow Agreement. Escrow Agent shall not be liable for the accuracy of any calculations or the sufficiency of any funds for any purpose.
(b) Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
(c) Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreements or arrangements between Party A and Party B.
(d) Escrow Agent shall not have any responsibility to determine the authenticity or validity of any notice, direction, instruction, instrument, document or other items delivered to it by any party, or for the identity, authority or rights of persons executing or delivering any such notice, direction, instruction, instrument, document, or other items delivered to it by such party or parties. Escrow Agent is authorized to comply with and rely upon any notice, direction, instruction or other communication believed by it to have been sent or given by Party A and/or Party B and shall be fully protected in acting in accordance with such written direction or instructions given to it under, or pursuant to, this Agreement.
(e) Escrow Agent is not a party to, and is not bound by, or required to comply with any agreement or other document out of which this Agreement may arise. Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of Party A, Party B or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent under this Agreement, Escrow Agent shall not be obliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between Party A and Party B, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
(f) Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced in writing and delivered to Escrow Agent signed by the proper party’s Authorized Representative and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. No person, firm or corporation will be recognized by Escrow Agent as a successor or assignee of Party A or Party B until there shall be presented to Escrow Agent evidence satisfactory to it of such succession or assignment. This Escrow Agreement shall not be deemed to create a fiduciary relationship between among the parties hereto under state or federal law.
(bg) The If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Property (including but not limited to orders of attachment or any other forms of levies or injunctions or stays relating to the transfer of the Escrow Property), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be responsible in liable to any manner for of the validity parties hereto or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreementwithout legal force or effect.
(ch) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, action taken or omitted or for any act done loss or step taken damage resulting from its actions or omitted by it its performance of its duties hereunder in good faith the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Party A and/or Party B, or any entity acting on behalf of either, (ii) for any mistake in act consequential, punitive or lawspecial damages, (iii) for the acts or omissions of its nominees, designees, subagents or subcustodians, or (iv) for anything which it may do or refrain from doing an amount in connection herewithexcess of the value of the Escrow Property, except its own willful misconductvalued as of the date of loss.
(fi) The Escrow Agent may seek the advice of legal counsel in In the event of any dispute ambiguity or question uncertainty hereunder or in any notice or other communication received by Escrow Agent hereunder, Escrow Agent is hereby authorized by Party A and Party B to refrain from taking any action other than to retain possession of the Escrow Property, unless Escrow Agent receives written instructions, signed by an Authorized Representative of both Party A and Party B which eliminates such ambiguity or uncertainty.
(j) Escrow Agent may consult with legal counsel of its own choosing as to the construction of any of the provisions of matter relating to this Agreement and Escrow Agreement or its duties hereunder, and it Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should .
(k) In the event of any dispute arise or conflicting claim with respect to the payment, ownership or right of possession of the Escrow AccountAccount or the Escrow Property, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions. Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, own gross negligence or willful misconduct or gross negligencemisconduct, all or any part of the Escrow Account Property until such dispute shall have been settled either by mutual agreement by of the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed America (as notified to Escrow Agent in writing by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent and setting forth the resolution of the dispute). The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. The rights of Escrow Agent under this paragraph are in addition to all other rights which it may have by law or otherwise including, without limitation, the right to file an action in interpleader.
(gl) Escrow Agent shall not incur liability for not performing any act or not fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, terrorism or the unavailability of the Federal Reserve Bank or other wire or communication facility).
(m) When Escrow Agent acts on any communication (including, but not limited to, communication with respect to the delivery of securities or the wire transfer of funds) sent by electronic transmission, Escrow Agent, absent gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the party involved or is not in the form the party involved sent or intended to send (whether due to fraud, distortion or otherwise). The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. Party A or Party B, as the case may be, agrees to assume all risks arising out of the use of such electronic transmission to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.
(n) Escrow Agent will provide to Party A and Party B monthly statements identifying transactions, transfers or holdings of Escrow Property and each such statement will be deemed to be correct and final upon receipt thereof by Party A and Party B unless Party A or Party B notifies Escrow Agent in writing to the contrary within thirty Business Days of the date of such statement.
(o) The agreements set forth Escrow Agent will not be under any duty to give the Escrow Property held by it hereunder any greater degree of care than it gives its own similar property and will not be required to invest any funds held hereunder except as directed in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunderAgreement. Uninvested funds held hereunder will not earn or accrue interest.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance --------------------------------------------- by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out forth in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Each of Parent, Sub and the Company, jointly and severally, will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence negligence, fraud or willful intentional misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful bad faith, gross negligence, fraud or intentional misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to proceed in accordance with Section 4(b) or retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of AmericaStates, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in Section 4(b) and this Section 7 6 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and or as required by Law. Except for the Escrow Agent's own willful misconduct, bad faith or gross negligence, the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement or as required by Law. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by the Purchaser or the Sellers. The Escrow Agent is not a party to, and is not bound by, any agreement, including, but not limited to the Purchase Agreement, or other document out of which this Escrow Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Escrow Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will Each of the Purchaser, on the one hand, and the Sellers on the other, severally agrees to reimburse and indemnify the Escrow Agent for, and hold it harmless against against, one-half of any loss, liability or expense, including but not limited to reasonable counsel fees, incurred without gross negligence, bad faith, gross negligence faith or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as one-half of the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Purchaser and the Sellers have delivered to the Escrow Agent a list and specimen signatures of authorized signatories, as set forth in the attached Schedule A hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list and specimen signatures with respect to any party until a replacement is furnished by such party to the Escrow agent. The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or lawLaw, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence, bad faith or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Funds or Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Funds in the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The Escrow Agent shall not be accountable or liable for any losses resulting from the sale or depreciation in the market value of such investments thereof.
(i) The agreements set forth in this Section 7 8 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (EVCI Career Colleges Holding Corp)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable liable, except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This The Escrow Agreement Agent shall not be deemed required to create inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by Purchaser and Seller. The Escrow Agent is not a fiduciary relationship between party to, and is not bound by, any agreement or other document out of which this Escrow Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties hereto under state and, if the duties or federal lawrights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Escrow Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Purchaser and the Company will each reimburse and indemnify the Escrow Agent for, and hold it harmless against against, one-half (1/2) of any loss, liability or expense, including but not limited to reasonable counsel fees, incurred without bad faith, willful misconduct or gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement Agreement, as well as the reasonable costs and expenses expenses, including reasonable counsel fees, of defending against any claim or liability arising out of or relating to this Escrow Agreement; provided, that if the Closing occurs, all such fees, costs, expenses and indemnities shall be borne by Purchaser.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written advice or opinion of such counsel. .
(g) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow AccountFunds, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account Funds until such dispute shall have been settled either by mutual written agreement signed by Purchaser and the parties concerned Company or by the final non-appealable order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, Bankruptcy Court and a notice executed by Xxxxxxxxx and the parties to the dispute Company or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the disputedispute and the amount of the Escrow Funds to be paid pursuant thereto, which notice Purchaser and the Company hereby agree to so execute and deliver to the Escrow Agent in the event that such an order, decree or judgment is obtained from or issued by the Bankruptcy Court. The Escrow Agent shall make the payments of the amounts set forth in such notice within two (2) business days of its receipt of such notice in accordance with the terms thereof. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. Purchaser and Seller acknowledge and agree that neither party will seek an order for the release of the Escrow Funds without giving adequate notice of such action to the other party so that the other party has sufficient opportunity to appear with respect thereto.
(gh) The agreements set forth in this Section 7 6 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. .
(g) The parties hereto agree that should if the Escrow Agent is notified by the Trustee, the Company or the Holders of the Notes of any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and and, in the case of a mutual agreement, a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gh) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable liable, except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This The Escrow Agreement Agent shall not be deemed required to create inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement by Purchaser and Seller. The Escrow Agent is not a fiduciary relationship between party to, and is not bound by, any agreement or other document out of which this Escrow Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties hereto under state and, if the duties or federal lawrights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Escrow Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any note, check or other instrument instrument, if any, so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Purchaser and the Company will each reimburse and indemnify the Escrow Agent for, and hold it harmless against against, one-half (1/2) of any loss, liability or expense, including but not limited to reasonable counsel fees, incurred without bad faith, willful misconduct or gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement Agreement, as well as the reasonable costs and expenses expenses, including reasonable counsel fees, of defending against any claim or liability arising out of or relating to this Escrow Agreement; provided, that if the Closing under the Asset Purchase Agreement occurs, all such fees, costs, expenses and indemnities shall be borne by Purchaser.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the written advice or opinion of such counsel. .
(g) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow AccountFunds, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account Funds until such dispute shall have been settled either by mutual written agreement signed by Purchaser and the parties concerned Company or by the final non-appealable order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, Bankruptcy Court and a notice executed by Purchaser and the parties to the dispute Company or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the disputedispute and the amount of the Escrow Funds to be paid pursuant thereto, which notice Purchaser and the Company hereby agree to so execute and deliver to the Escrow Agent in the event that such an order, decree or judgment is obtained from or issued by the Bankruptcy Court. The Escrow Agent shall make the payments of the amounts set forth in such notice within two (2) business days of its receipt of such notice in accordance with the terms thereof. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings. Purchaser and Seller acknowledge and agree that neither party will seek an order for the release of the Escrow Funds without giving adequate notice of such action to the other party so that the other party has sufficient opportunity to appear with respect thereto.
(gh) The agreements set forth in this Section 7 6 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Earnest Money Escrow Agreement (Westpoint Stevens Inc)
Rights, Duties and Immunities of Escrow Agent. 6.1 Acceptance by the Escrow Agent of its the duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Agreement. Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement and the Settlement Agreement and Mutual Release, and Escrow Agreement. This Escrow Agreement Agent shall not be deemed to create a fiduciary relationship between have any knowledge of, or responsibility for, the parties hereto under state or federal lawterms of any other agreement.
(b) The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of Xxxxxx, the validity or sufficiency of any property delivered hereunderCompany, or for the value of anyone else, to deliver shares, monies or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed property to obligate the Escrow Agent or otherwise to deliver honor any cash, instruments, documents of the provisions of this Agreement or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow AgreementSettlement Agreement and Mutual Release.
(c) Quadriga Superfund will Xxxxxx and the Company, jointly and severally, hereby agree to reimburse and indemnify the Escrow Agent for, and hold it harmless against from and against, any loss, liability or expense, including but not limited to counsel reasonable attorneys’ fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction connection with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement as well as the costs Agreement, except for losses, liabilities and expenses caused by the willful misconduct or gross negligence of defending against Escrow Agent. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with actions taken hereunder in good faith in accordance with the terms hereof, including any claim liability for any delays not resulting from its gross negligence or liability arising out willful misconduct or any loss of or relating interest incident to any such delays. The provisions of this Escrow Section 6(c) shall survive any termination of this Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or of other paper or documents which the document that Escrow Agent in good faith believes to have been signed and or presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or on step taken or omitted by it in good faith faith, or for any mistake in act of fact or law, or for anything which that it may do or refrain from doing in connection herewith, except its own willful misconductmisconduct or gross negligence.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The .
(g) Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it.
6.2 If a controversy arises between one or more of the parties hereto, or between any of the parties hereto agree that should and any dispute arise with respect person not a party hereto, as to whether or not or to whom Escrow Agent shall deliver the Escrowed Stock, or any portion thereof, or as to any other matter arising out of or relating to the paymentEscrowed Stock or this Agreement, ownership or right Escrow Agent shall not determine the same and shall not make any delivery of possession any disputed portion of the Escrow AccountEscrowed Stock, but shall retain the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part same until the rights of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have finally been delivered to determined by written agreement among the parties in dispute or by order of a court of competent jurisdiction. Escrow Agent setting forth shall deliver the resolution Escrowed Stock, or any portion thereof, within five (5) business days after Escrow Agent has received written notice of any such agreement or written order, in accordance with the disputeterms thereof. The Escrow Agent shall be under entitled to assume that no duty whatsoever such controversy has arisen that refers specifically to institute, defend or partake this Agreement and identifies by name and address the adverse claimants in such proceedings.
(g) The agreements set forth the controversy. If a controversy of the type referred to in this Section 7 6.2 arises, Escrow Agent may, in its sole discretion (but shall survive not be obligated to), commence interpleader or similar actions or proceedings for the termination determination of this Escrow Agreement and the payment of all amounts hereundercontroversy.
Appears in 1 contract
Samples: Separation Agreement (Flanders Corp)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out forth in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund Each of Buyer and the Sellers, jointly and severally, will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence negligence, fraud or willful intentional misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. In any legal proceeding pursuant to Section 7(h) of this Agreement, the court may determine the responsibility, as between Buyer and the Sellers, for indemnification of expenses incurred by the Escrow AgreementAgent in connection with such proceeding.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful bad faith, gross negligence, fraud or intentional misconduct.
(f) The Escrow Agent may seek the advice of legal counsel who is independent of each of the other parties to this Agreement in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. .
(g) The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee so appointed.
(h) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow AccountAccount or any Purchase Escrowed Items, the Escrow Agent is authorized and directed to proceed in accordance with Section 5(d) or retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account and the Purchase Escrowed Items until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of AmericaStates, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(gi) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ironbridge Acquisition Corp)
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.:
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This The Escrow Agreement Agent shall not be deemed required to create a fiduciary relationship inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties hereto under state and, if the duties or federal lawrights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Agreement or of any property delivered hereunder, or for the value or collectability collectibility of any notesecurity, check or other instrument so deliveredinstrument, if any, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
(c) Quadriga Superfund will The Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against against, any loss, liability or expense, including but not limited to reasonable legal counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent Agent, arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under under, this Escrow Agreement Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice notice, direction, request, waiver, consent, receipt or other paper or documents document which the Escrow Agent in good faith believes to have been signed and presented by the proper party or partiesCompany.
(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and except for its own bad faith, gross negligence or willful misconduct it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.
(g) The agreements set forth in this Section 7 10 shall survive the resignation or removal of the Escrow Agent, the termination of this Escrow Agreement and the payment of all amounts hereunder.
(h) The Escrow Agent shall be entitled to all of the rights, privileges and immunities granted to the Trustee under the Indenture, as applicable, all of which are hereby incorporated herein.
Appears in 1 contract
Rights, Duties and Immunities of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.
(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the no duties or obligations shall be inferred or implied. Escrow Agent shall not be liable except for the performance of such duties and obligations as are expressly and specifically set out in this Escrow Agreement. Escrow Agent shall not be liable for the accuracy of any calculations made by any Escrow Party or the sufficiency of any funds for any purpose.
(b) Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
(c) Escrow Agent is not a party to, and is not bound by, or required to comply with any agreement or other document out of which this Agreement may arise. Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any other agreements or arrangements between the Escrow Parties. Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of either Escrow Party or any maker, guarantor, endorser or other signatory of any document or any other third party to perform, such party’s obligations under any such document. Except for amendments to this Agreement referred to herein, and except for notifications or instructions to Escrow Agent under this Agreement, Escrow Agent shall not be obliged to recognize or be chargeable with knowledge of any of the terms or conditions of any agreement between the Escrow Parties, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
(d) Escrow Agent shall not have any responsibility to determine the authenticity or validity of any notice, direction, instruction, instrument, document or other items delivered to it by any party, or for the identity, authority or rights of persons executing or delivering any such notice, direction, instruction, instrument, document, or other items delivered to it by such party or parties. Escrow Agent is authorized to comply with and rely upon any notice, direction, instruction or other communication reasonably believed by it to have been sent or given by either Escrow Party and, in the absence of willful misconduct or gross negligence, shall be fully protected in acting in accordance with such written direction or instructions given to it under, or pursuant to, this Agreement.
(e) Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced in writing and delivered to Escrow Agent signed by each party’s Authorized Representative and, if the duties or rights of Escrow Agent are affected, unless it shall give its prior written consent thereto. No person, firm or corporation will be recognized by Escrow Agent as a successor or assignee of either Escrow Party until there shall be presented to Escrow Agent evidence satisfactory to it of such succession or assignment. This Escrow Agreement shall not be deemed to create a fiduciary relationship between among the parties hereto under state or federal law.. *Please note parts of this Agreement are designated with an asterisk which indicates that material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Huawei Inventergy Confidential 52 / 65 CONFIDENTIAL TREATMENT REQUESTED
(bf) The If at any time Escrow Agent shall not be responsible is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than way affects the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.
Assigments (c) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence orders of attachment or willful misconduct on any other forms of levies or injunctions or stays relating to the part transfer of the Escrow Assignments), Escrow Agent arising out of is authorized to comply therewith in any manner as it or in conjunction with its acceptance of, or the performance legal counsel of its duties own choosing deems appropriate; and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.
(d) The if Escrow Agent shall be fully protected in acting on and relying upon complies with any written notice directionsuch judicial or administrative order, requestjudgment, waiverdecree, consent, receipt writ or other paper form of judicial or documents which the Escrow Agent in good faith believes to have been signed and presented by the proper party or parties.
(e) The administrative process, Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.
(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The parties hereto agree that should or to any dispute arise with respect other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned without legal force or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedingseffect.
(g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.
Appears in 1 contract
Samples: Patent Rights Assignment Agreement
