Rights, Duties, Liabilities and Immunities of Escrow Agent Sample Clauses

Rights, Duties, Liabilities and Immunities of Escrow Agent. The Purchaser and the Stockholders (by and through the Representative) hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
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Rights, Duties, Liabilities and Immunities of Escrow Agent. (a) The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Order, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Order, any schedule or exhibit attached to this Agreement, or any other agreement among the parties, the terms and conditions of this Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrowed Funds, including, without limitation, the Escrow Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder.
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Rights, Duties, Liabilities and Immunities of Escrow Agent. (a) The Escrow Agent shall have no liability or obligation with respect to the Escrow Shares or any other items delivered to Escrow Agent hereunder except for Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, and disbursement of the Escrow Shares in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Shares, any other items delivered to Escrow Agent hereunder, or this Agreement, or to appear in, prosecute or defend any such legal action or proceeding.
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Rights, Duties, Liabilities and Immunities of Escrow Agent. TranS1 and the Securityholder Representatives hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
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Rights, Duties, Liabilities and Immunities of Escrow Agent. Quintiles and the Shareholders hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
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Rights, Duties, Liabilities and Immunities of Escrow Agent. The duties and obligations of the Escrow Agent shall be determined solely by the provisions of this Agreement, and the Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Agreement, it being specifically understood that the following provisions of this Article III are accepted by all parties hereto.
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Rights, Duties, Liabilities and Immunities of Escrow Agent. PharmaBio and Columbia hereby agree as follows with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
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Related to Rights, Duties, Liabilities and Immunities of Escrow Agent

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

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

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

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

  • Assumption and Retention of Liabilities; Related Assets (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

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