Common use of Rights of Escrow Agent Clause in Contracts

Rights of Escrow Agent. The Escrow Agent: (a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Escrow Agent be liable to the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between the Escrow Agent, the Company and the Trustee, and the Escrow Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement other than this Escrow Agreement; (c) 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; (d) may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to it and believed by it to be genuine and to have been signed or presented by the proper person or persons; provided that in relying, acting or refraining from acting in such manner, the Escrow Agent shall not have acted with gross negligence or willful misconduct; (e) may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon written or oral instructions from the Company, other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Escrow Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Escrow Agent hereunder in accordance with the advice or opinion of such counsel; and (g) may perform any duties hereunder either directly or by or through agents and attorneys; provided that the Escrow Agent shall not be responsible for the misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunder.

Rights of Escrow Agent. In performing its duties hereunder, the Escrow Agent shall not incur any liability to anyone for damages, losses, or expenses except for willful misconduct or gross negligence, and accordingly; (1) The Escrow Agent:Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Escrow Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or be a trustee for or have any fiduciary obligation to any party hereto. (a2) The Escrow Agent shall not be liable for any act error of judgment made in good faith by an officer or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Escrow Agent be liable to the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective officers of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between the Escrow Agent, the Company and the Trustee, and unless it shall be conclusively determined by a court of competent jurisdiction that the Escrow Agent was grossly negligent in ascertaining the pertinent facts. (3) The Escrow Agent shall have no liability under, and no duty not be liable with respect to inquire as to, any action taken or omitted to be taken by it in good faith in accordance this Agreement. (4) None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any agreement other than this Escrow Agreement;liability, financial or otherwise, in the performance of any of its duties hereunder. (c5) shall not be obligated to take any action hereunder which might in the 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; (d) Agent may conclusively rely on and shall be fully protected in acting or refraining from acting in good faith upon any resolution, certificate, statement, instrument, opinion, report, notice, letterrequest, consent, order, approval or other paper or document or security delivered to it and believed by it to be genuine and to have been signed or presented by the proper person party or persons; provided that in relying, acting or refraining from acting in such manner, the parties. (6) The Escrow Agent shall not have acted with gross negligence or willful misconduct; (e) may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon written or oral instructions from the Company, other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Escrow Agent shall be full and complete compete authorization and protection in respect of any action taken, suffered taken or omitted to be taken by the Escrow Agent it hereunder in good faith and in accordance with the such advice or opinion of such counsel; and. (g7) The Escrow Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (8) The Escrow Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents attorneys, custodians or nominees appointed with due care, and attorneys; provided that the Escrow Agent shall not be responsible for the any willful misconduct or gross negligence on the part of any such agent agent, attorney, custodian or attorney appointed by it nominee so appointed. (9) Shintech and BCP agree to pay the Escrow Agent's compensation for its normal services hereunder in accordance with due care hereunderthe fee schedule attached hereto as Exhibit A and made a part hereof. (10) The provisions of this Section 10 shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits).

Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, written notice, request, waiver, consent, receipt, statutory declaration, certificate or other paper or document furnished to it and signed by an individual representing himself or herself as the Subscriber or an officer, director or employee or authorized agent of the Corporation or the Subscriber (where the Subscriber is not an individual), not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which the Escrow Agent believes to be genuine; (b) the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting upon and relying upon) any resolution, affidavit, direction, notice, declaration, certificate, waiver, consent, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to enquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice; (c) the Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party hereto or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof; (d) the Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity but is acting as a depository only, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgement, or for any act done or omission step taken or omitted by it, or for any mistake of fact or law, or for anything which it unless such act may do or omission constitutes refrain from doing in connection herewith, except for its own gross negligence or willful misconduct; in no event shall fraud. In the Escrow Agent be liable to the Company absence of gross negligence or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between fraud by the Escrow Agent, the Company Corporation and the Trustee, and Subscriber shall not hold the Escrow Agent liable for any loss or injury to them; (e) the Escrow Agent shall have incur no liability underliabilities hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or fraud and the Corporation and the Subscriber hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and no duty to inquire as toexpenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise, other than those arising from its own gross negligence or fraud; (f) upon the Escrow Agent's delivery and release of all the Subscription Price in accordance with the provisions of any agreement other than this Escrow Agreement; (c) 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; (d) may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to it and believed by it to be genuine and to have been signed or presented by the proper person or persons; provided that in relying, acting or refraining from acting in such manner, the Escrow Agent shall not have acted with gross negligence or willful misconduct; (e) may conclusively rely on be automatically and shall be protected in acting or refraining immediately released from acting in good faith upon written or oral instructions from the Company, all obligations under this Agreement to any party hereto and to any other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, person with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Escrow Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Escrow Agent hereunder in accordance with the advice or opinion of such counsel; andSubscription Price; (g) may perform any duties hereunder either directly or by or through agents and attorneys; provided that the Escrow Agent shall not be responsible bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by the Corporation and the Subscriber and, if its duties herein are affected, unless it shall have given its prior written consent thereto; (h) the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the misconduct purpose of discharging or negligence determining it duties, obligations or rights hereunder, and may act and rely on the part advice or opinion so obtained; (i) the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder; (j) the duties and obligations of the Escrow Agent hereunder shall at all times be subject to the orders or directions of a court of competent jurisdiction; and (k) the Escrow Agent is not a party to, and is not, bound by, the Subscription Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Corporation and the Subscriber, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such agent other transactions or attorney appointed by it with due care hereunderagreements.

Rights of Escrow Agent. The Escrow Agent: (a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Escrow Agent be liable to the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than responsibilities except those specifically expressly set forth herein or as may be subsequently agreed to in writing between the this Escrow Agent, the Company and the Trustee, and the Agreement. The Escrow Agent shall have no liability under, and no or duty to inquire as to, into the terms and provisions of any agreement other than this Escrow Agreement; (c) shall not between the parties. No person, firm or corporation will be obligated to take any action hereunder which might in recognized by the Escrow Agent’s judgment involve any risk Agent as a successor or assignee of expense, loss or liability, unless it either Party until there shall have been furnished with indemnity and/or security be presented to the Escrow Agent evidence satisfactory to it; (d) it of such succession or assignment. The Escrow Agent may conclusively rely on and shall be protected upon any instrument in acting or refraining from acting writing believed in good faith upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to it and believed by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. The Escrow Agent shall not be liable or responsible for any act it may do or omit to have been signed do in connection with the performance of its duties as Escrow Agent or presented for any mistake of fact or law or any error or judgment, except for its gross negligence or 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 proper person Escrow Agent complies with such law, order, judgment, decree or persons; provided that in relying, acting or refraining from acting in such mannerregulations, the Escrow Agent shall not have acted with gross negligence or willful misconduct; (e) may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon written or oral instructions from the Company, other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, with respect liable to any questions relating of the Parties or to its duties and responsibilities and the advice any other person even if such law, order, judgment, decree or opinion of such counselregulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or any opinion of counsel to the Company provided to the Escrow Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted found to be taken by in violation of or beyond the Escrow Agent hereunder in accordance with the advice scope of a constitution or opinion of such counsel; and (g) may perform any duties hereunder either directly or by or through agents and attorneys; provided that the Escrow Agent shall not be responsible for the misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereundera law.

Rights of Escrow Agent. 2.1 The Escrow Agent: (a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Escrow Agent be liable to the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Escrow Agreement; (b) shall have no duties or obligations other than responsibilities except those specifically expressly set forth herein herein. 2.2 No person, firm or corporation will be recognized by the Escrow Agent as may a successor or Assignee of this Agreement until acknowledgment by Nordion and IDEC of such successor or assignment is received by Escrow Agent and written evidence be subsequently agreed presented to in writing between the Escrow Agent, the Company and the Trustee, and which evidence is satisfactory to the Escrow Agent of such succession or assignment. 2.3 The Escrow Agent shall have no liability undernot be responsible for confirming the identity, and no duty to inquire as to, the provisions authority or rights of any agreement other than person, firm or corporation executing or delivering or purporting to deliver or execute this Escrow Agreement;. (c) shall not be obligated to take any action hereunder which might in the 2.4 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; (d) Agent may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any certificate, instrument, opinion, notice, letter, or other document or security delivered to it and instrument in writing believed by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. 2.5 The Escrow Agent shall not be liable or responsible for any act it may do or omit to have been signed do except for its negligence or presented willful misconduct. The Escrow Agent may consult with an attorney and be fully protected with respect to any action taken or omitted by it in good faith or on advice of counsel. 2.6 In the event any property held by the proper person Escrow Agent hereunder shall be attached, garnished or persons; provided that in relyinglevied upon under any court order or if the delivery of such property shall be stayed or enjoined by any court order, acting or refraining from acting in if any court order, judgement or decree shall be made or entered affecting such mannerproperty or affecting any act by the Escrow Agent, the Escrow Agent shall obey and comply with all writs, orders, judgments or decrees so entered or issued, notwithstanding any provisions of this Escrow Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs or decrees, it shall nor be liable to any other parties hereto or to such other person, firm or entity by reason of such compliance, notwithstanding that such writs, orders or decree may be subsequently reversed, modified, annulled, set aside or vacated. 2.7 IDEC and Nordion shall each pay one-half (1/2) of Escrow Agent's reasonable compensation and shall reimburse the Escrow Agent for all reasonable expenses incurred by the Escrow Agent in connection with the duties and compliance in good faith with the CONFIDENTIAL TREATMENT REQUESTED terms and conditions of this Escrow Agreement. IDEC and Nordion respectively shall indemnify and hold the Escrow Agent harmless against any and all losses, claims, liabilities, costs, payments and including reasonable legal fees for counsel who may be selected by the Escrow Agent, which may be imposed upon or incurred by Escrow Agent hereunder as a result of the respective acts or omissions of IDEC or Nordion, as the case may be, Escrow Agent's fee schedule is attached hereto as Exhibit A. Escrow Agent may withdraw compensation and expenses from account income in the event payment is not received by Escrow Agent within thirty (30) days of the date of invoice. 2.8 The Escrow Agent makes no representation as to the validity, value, genuineness or the collectibility of any security or other document or instrument held by or delivered to it. Escrow Agent may resign on thirty (30) days' written notice to IDEC and Nordion. IDEC and Nordion may remove Escrow Agent on thirty (30) days' written notice to all parties hereunder. Upon receipt of such notice, IDEC and Nordion shall appoint a successor escrow agent in writing delivered to Escrow Agent. Thereupon, Escrow Agent shall deliver all assets in its custody to such successor escrow agent and all responsibility of Escrow Agent under this Agreement shall terminate; provided, however, Escrow Agent's obligations under this Agreement shall not terminate until delivery of the assets to the successor Escrow Agent. If the parties fail to appoint a successor escrow agent, within five (5) days of expiry of the aforementioned thirty (30) day notice period, the Escrow Agent shall deliver all assets in escrow in its custody to a court of competent jurisdiction as IDEC and Nordion shall instruct in writing or, in the absence of such joint instruction, to an escrow agent appointed by a court of competent jurisdiction as petitioned by any party to this Agreement. Escrow Agent may consult with independent legal counsel in the event of any dispute or question as to the interpretation of any of the provisions hereof or its duties hereunder and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. Escrow Agent shall notify IDEC and Nordion in writing when it intends to consult with such independent legal counsel and the anticipated cost. Escrow Agent shall have the right to file legal proceedings, including an interpleader, to determine the proper disposition of assets hereunder, all costs thereof constituting an expense of administration of this Agreement. The duties and responsibilities of Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement; provided, however, that, with Escrow Agent's written consent, the duties and responsibilities in this Escrow Agreement may bc amended at any time or times by an instrument in writing signed by the parties. With the exception of this Agreement Escrow Agent is not responsible for, or chargeable with knowledge of, any terms or provisions contained in either the underlying agreement referred to in this Agreement or any other separate agreements and understandings between the parties. Thc Escrow Agent shall not be liable for the accuracy of any calculations or the sufficiency of any funds for any purpose. The Escrow Agent shall not have acted with any liability under this Escrow Agreement except to the extent of its own gross negligence or willful misconduct; (e) may conclusively rely on and . In no event shall the escrow Agent be protected in acting liable for any special, indirect or refraining from acting in good faith upon written or oral instructions from the Company, other than instructions concerning disbursements, which are governed exclusively by Section 2.05; (f) may consult with counsel of its selection, including its in-house counsel, with respect to any questions relating to its duties and responsibilities and the advice or opinion of such counsel, or any opinion of counsel to the Company provided to the Escrow Agent shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Escrow Agent hereunder in accordance with the advice or opinion of such counsel; and (g) may perform any duties hereunder either directly or by or through agents and attorneys; provided that the Escrow Agent shall not be responsible for the misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunderconsequential damages.