Common use of Rights of Escrow Agent Clause in Contracts

Rights of Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement and the Merger Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faith. The Escrow Agent shall not be required to defend any legal proceedings which may be instituted against it (other than legal proceedings based upon the alleged gross negligence or wilful misconduct of the Escrow Agent or its failure to have acted in good faith) with respect to the subject matter of this Agreement unless requested to do so by a party to this Agreement, in which case the Escrow Agent shall be indemnified against the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In the event conflicting demands for payment of the Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relates.

Rights of Escrow Agent. Upon receipt of the Exxxxxx Money, Escrow Agent shall promptly deposit the same into a government insured interest-bearing escrow account with such bank as Escrow Agent may select subject to Purchaser's and Seller's reasonable approval (the "Depository"). The duties parties hereby acknowledge and obligations agree that Escrow Agent shall have the right to disburse the Exxxxxx Money to Purchaser or Seller upon ten (10) days' written notice to the parties, but only if Escrow Agent shall not have received any written objections to such disbursement within ten (10) days after receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that the Escrow Agent hereunder shall be governed solely by have no liability to any party on account of its failure to disburse the provisions Exxxxxx Money and any interest thereon in the event of this Agreement an unresolved dispute as to which party is entitled to receive the same. In the event of any dispute as to who is entitled to receive the Exxxxxx Money and the Merger Agreement. The any interest thereon, Escrow Agent shall be entitled have the right, at its sole election, either to retain counsel the funds and disburse them in accordance with the final order of a court of competent jurisdiction or to act in reliance upon deposit the advice Exxxxxx Money and any interest thereon with said court, pending a final decision of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faithcontroversy. The parties hereto further agree that Escrow Agent shall not be required to defend any legal proceedings which may liable for failure of the Depository and shall only be instituted against it (other than legal proceedings based upon liable otherwise in the alleged gross event of its negligence or wilful misconduct of willful misconduct. Escrow Agent's fee for serving in such capacity and Escrow Agent's out-of-pocket expenses shall be paid 50% by Seller and 50% by Purchaser. All interest earned on the Escrow Agent or its failure to have acted in good faith) with respect Exxxxxx Money shall accrue to the subject matter benefit of this Agreement unless requested to do so by a party to this AgreementPurchaser, in which case the Escrow Agent but shall be indemnified against credited, delivered or otherwise disbursed together with the cost Exxxxxx Money in accordance with the terms and expense conditions of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In the event conflicting demands for payment of the Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relatesPurchaser's taxpayer identification number is 50-0000000.

Rights of Escrow Agent. The duties and obligations of If there is any dispute as to whether the Escrow Agent hereunder shall is obligated to deliver any monies and/or documents which it now or hereafter holds, including, without limitation, the Deposits (collectively, the "Escrowed Property" or as to ----------------- whom any Escrowed Property are to be governed solely by delivered, the provisions of this Agreement and the Merger Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faith. The Escrow Agent shall not be required obligated to defend make any legal proceedings which delivery, but, in such event, may be instituted against it (other than legal proceedings based upon the alleged gross negligence or wilful misconduct of hold same until receipt by the Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of same; or, in the absence of such authorization, the Escrow Agent may hold any Escrowed Property until the final determination of the rights of the parties in an appropriate proceeding. Within three (3) Business Days after receipt by the Escrow Agent of a copy of a final judgment or its failure to have acted order of a court of competent jurisdiction, certified by the clerk of such court or other appropriate official, the Escrowed Property shall be delivered as set forth in good faith) with respect to the subject matter of such judgment or order. A judgment or order under this Agreement unless requested shall not be deemed to do so by be final until the time within which to take an appeal therefrom has expired and no appeal has been taken, or until the entry of a party judgment or order from which no appeal may be taken. If such written authorization is not given or proceeding for such determination is not begun and diligently continued, the Escrow Agent shall have the right to this Agreementbring an appropriate action or proceeding for leave to deposit the Escrowed Property in court, pending such determination. In the event that the Escrow Agent places any Escrowed Property in which case the registry of the governing court in and for the County of Xxx, Ft. Xxxxx, Florida, and files an action of, interpleader, naming the parties hereto, the Escrow Agent shall be indemnified against released and relieved from any and all further obligation and liability hereunder or in connection herewith. If, without gross negligence on the cost and expense part of that defense by that party. The Escrow Agent, the Escrow Agent shall in no way be responsible for nor shall it be its duty become a party to notify any party hereto controversy or litigation with respect to the Escrowed Property or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in matter respecting this Agreement, Seller and Purchaser shall jointly and severally hold Escrow Agent harmless from any damages or losses incurred by Escrow Agent by reason of or in connection with such controversy or litigation. The Escrow Agent provisions of this Section 35 shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power survive the Closing or termination of attorney or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In the event conflicting demands for payment of the Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relatesAgreement.

Rights of Escrow Agent. Upon receipt of the Earnest Money, Escrow Agent shall promptly deposit the same into x xxxernment insured interest-bearing escrow account with such bank as Escrow Agent may select subject to Purchaser's and Seller's reasonable approval (the "Depository"). The duties parties hereby acknowledge and obligations agree that Escrow Agent shall have the right to disburse the Earnest Money to Purchaser or Seller upon ten (10) days' written xxxxxx to the parties, but only if Escrow Agent shall not have received any written objections to such disbursement within ten (10) days after receipt by Purchaser and Seller of said notice. The parties hereto hereby acknowledge that the Escrow Agent hereunder shall be governed solely by have no liability to any party on account of its failure to disburse the provisions Earnest Money and any interest thereon in the event of this Agreement an unresolvex xxxxute as to which party is entitled to receive the same. In the event of any dispute as to who is entitled to receive the Earnest Money and the Merger Agreement. The any interest thereon, Escrow Agent shall be entitled have the xxxxx, at its sole election, either to retain counsel the funds and disburse them in accordance with the final order of a court of competent jurisdiction or to act in reliance upon deposit the advice Earnest Money and any interest thereon with said court, pending a xxxxx xecision of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faithcontroversy. The parties hereto further agree that Escrow Agent shall not be required to defend any legal proceedings which may liable for failure of the Depository and shall only be instituted against it (other than legal proceedings based upon liable otherwise in the alleged gross event of its negligence or wilful misconduct of willful misconduct. Escrow Agent's fee for serving in such capacity and Escrow Agent's out-of-pocket expenses shall be paid 50% by Seller and 50% by Purchaser. All interest earned on the Escrow Agent or its failure to have acted in good faith) with respect Earnest Money shall accrue to the subject matter benefit of Purchaser, but shall xx xxxdited, delivered or otherwise disbursed together with the Earnest Money in accordance with the terms and conditions of this Agreement unless requested to do so by a party to this Agreement, in which case the Escrow Agent shall be indemnified against the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In the event conflicting demands for payment of the Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relatesAxxxxxxxt.

Rights of Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of have no duties or responsibilities except those expressly set forth in this Agreement and the Merger Escrow Agreement. The Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of any agreement between the parties. No person, firm or corporation will be entitled recognized by the Escrow Agent as a successor or assignee of either Party until there shall be presented to retain counsel and the Escrow Agent evidence satisfactory to act in reliance upon the advice it of such counsel succession or assignment. The Escrow Agent may rely upon any instrument in all matters pertaining writing believed in good faith by it to this Agreement be genuine and the Merger Agreement sufficient and properly presented and shall incur no liability hereunder except not be liable or responsible for its gross negligence, wilful misconduct any action taken or failure to have acted omitted in good faithaccordance with the provisions thereof. The Escrow Agent shall not be required liable or responsible for any act it may do or omit to defend do in connection with the performance of its duties as Escrow Agent or for any legal proceedings which may be instituted against it (other than legal proceedings based upon the alleged mistake of fact or law or any error or judgment, except for its gross negligence or wilful misconduct willful misconduct. The Escrow Agent may consult with counsel and shall be fully protected with respect to any action taken or omitted by it in good faith on advice of counsel. The Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees and regulations of any governmental authority, court, tribunal or arbitrator. If the Escrow Agent complies with such law, order, judgment, decree or its failure to have acted in good faith) with respect to the subject matter of this Agreement unless requested to do so by a party to this Agreementregulations, in which case the Escrow Agent shall not be indemnified against liable to any of the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty Parties or to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless person even if such notice law, order, judgment, decree or regulation is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written noticesubsequently reversed, requestmodified, waiverannulled, consentset aside, certificatevacated, receiptfound to have been entered without jurisdiction, authorization, power of attorney or other paper or document which Escrow Agent in good faith believes found to be genuine and what it purports to be. In in violation of or beyond the event conflicting demands for payment scope of the Escrow Account are made a constitution or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relateslaw.

Rights of Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement and the Merger Agreement. The Escrow Agent shall be entitled to retain counsel rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligencepursuant to, wilful misconduct or failure to have acted in good faith. The Escrow Agent shall not be required to defend any legal proceedings which may be instituted against it (other than legal proceedings based upon the alleged gross negligence or wilful misconduct of the Escrow Agent or its failure to have acted in good faith) with respect to the subject matter of this Agreement unless requested to do so by a party to this Agreementinstruction, in which case the Escrow Agent shall be indemnified against the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written order, judgment, certification, affidavit, demand, notice, requestopinion, waiver, consent, certificate, receipt, authorization, power of attorney instrument or other paper or document writing delivered to it which the Escrow Agent in good faith believes to be genuine genuine, without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, entity, or authority of any party purporting to sign or deliver such document. The duties of Escrow Agent are only as herein specifically provided, and what it purports are purely ministerial in nature. This Agreement sets forth all the obligations of Escrow Agent with respect to beany and all matters, pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. In Escrow Agent shall incur no liability in connection with the event conflicting demands discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise from the negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent reasonably and in good faith in accordance with the advice of counsel. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent. Escrow Agent shall be the "reporting party" with respect to the Escrow Funds, the closing proceeds delivered to Escrow Agent or income on any of the foregoing. Escrow Agent shall comply with the provisions of Section 468B (g) in the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Such authority shall include, without limitation, (i) the filing of tax returns (including information returns) with respect to any funds or income thereon, (ii) the payment of any tax. Interest or penalties imposed thereon, (iii) the withholding of any amounts which are required to be withheld and (iv) the payment over such withheld amounts to the appropriate taxing authority. The parties to this Agreement, other than the Escrow Account are made or conflicting notices are served on Agent, shall provide the Escrow Agent with all information necessary to enable Escrow Agent to comply with the foregoing. Escrow Agent may withdraw from the funds held in escrow any amounts necessary to pay all applicable income or withholding taxes (plus interest and penalties thereon) that are required to be paid. Escrow Agent is acting as a stakeholder only with respect to all documents and funds delivered in escrow to it. If any dispute arises as to whether Escrow Agent is obligated to deliver any escrowed documents or funds or as to whom any escrowed documents or funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such receipt by Escrow Agent may hold such documents and funds until parties which remain unresolvedhave, or claim to have, an interest therein, directing the disposition of such documents and funds or in-kind documents and funds in the absence of such authorization, Escrow Agent may hold such documents and funds until receipt of certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of such documents and funds. Escrow Agent may require, as a condition to the disposition of such documents and/or funds, pursuant to written instructions. If such written instructions and indemnification are not commenced, within thirty (30) days after receipt by Escrow Agent of notice of any such dispute and diligently continued, or if the Escrow Agent is uncertain as to which party or parties hereto expressly are entitled to the documents and/or funds until receipt of (x) such written instruments and indemnification or (y) a certified copy of a final judgment of a court of competent jurisdiction providing far the disposition of the documents and/or funds, or (ii) deposit the documents and/or funds in the registry of a court of the foregoing, Escrow Agent may, but shall not be required to, institute legal proceedings of any kind. Seller and Purchaser agree to reimburse Escrow Agent on demand for, and consent to indemnify and hold Escrow Agent harmless against and with respect to, any and all loss, liability, damage or expense ( including, without limitation, attorney's fees and costs) that Escrow Agent may filesuffer or incur in connection with the entering into this Agreement and performance of its obligations under this Agreement and performance of its obligations under this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the negligence or willful misconduct of Escrow Agent. Escrow Agent and any successor escrow agent may at any time resign as such by delivering the expense documents and funds held by it to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the partiesdocuments and funds as provided in this paragraph, an interpleader action Escrow Agent shall be discharged of, and from, any and all further obligations arising in a Court of competent jurisdiction in connection with the State of Delaware and so notify the parties heretoescrow contemplated by this Agreement. Escrow Agent shall then promptly file not have the interpleader action and place right to represent any party hereto in any dispute between the portion of the Escrow Account parties hereto with respect to which the conflicting notices relate in the registry of said Courtany escrowed documents or funds. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it Nothing in this Agreement, express or implied, shall give to anyone, other than the parties hereto and their respective permitted successor and assigns, any benefit, or any legal or equitable right, remedy or claim, under or in respect of this Agreement to which or the tendered portion of the Escrow Account relatesescrow contemplated hereby.