Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. The Escrow Agent: (i) shall act hereunder as an escrow agent only and shall not be responsible or liable in any matter whatever for the sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, income, earnings or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent; (ii) shall be fully protected in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (iii) shall not be liable for any error of judgment or for any action taken, suffered or omitted to be taken except in the case of its own gross negligence or bad faith, as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. In no event shall the Escrow Agent be (A) liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from the Company or the Investor Representative or (B) liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability of the Escrow Agent under this Escrow Agreement will be limited to the amount of fees paid to the Escrow Agent; (iv) may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice; (v) shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Stock Purchase Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Escrow Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Escrow Agreement; (vi) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts; (vii) may engage or be interested in any financial or other transaction with the Company or any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent hereunder; (viii) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; (ix) shall not take instructions or directions except those given in accordance with this Escrow Agreement; (x) shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and (xi) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereon.

The Escrow Agent. The Escrow Agent:Agent (including, when applicable, its officers, directors, employees, shareholders, managers, directors, attorneys, accountants and agents): (ia) shall act hereunder as an escrow agent only and shall not be responsible or liable in any matter whatever manner whatsoever for the accuracy, completeness, authenticity, sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, income, earnings earnings, checks or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent, except in cases of the Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction); (iib) shall be fully protected protected, except in the case of Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (iiic) notwithstanding anything to the contrary contained herein, shall not be liable for any error of judgment or for any action taken, suffered or omitted to be taken except in the case of its own gross negligence negligence, bad faith or bad faithwillful misconduct, each as determined by a final non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction. In Except in the case of its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), in no event shall the Escrow Agent be (A) be, directly or indirectly, liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from Parent or Representative. In no event shall the Company Escrow Agent be, directly or the Investor Representative or (B) indirectly, liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability of the Escrow Agent under this Escrow Agreement will be limited to the total amount of fees paid to the Escrow Agent; (ivd) may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice, except in the case of the Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction); (ve) shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Stock Purchase Merger Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Escrow Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Escrow Agreement; (vif) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts; (viig) may engage or be interested in any financial or other transaction with the Company Representative or any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent hereunder; (viiih) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; (ixi) shall not take instructions or directions except those given in accordance with this Escrow Agreement; (xj) shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof, and shall be fully protected in reasonably acting or reasonably refraining from acting in reliance upon any written notice, instrument, direction, request, statement, communication, paper, document or signature reasonably believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so, and shall have no duty to inquire into or investigate the validity or accuracy or content of any thereof, and may conclusively presume that the undersigned representative of any party hereto which is any entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent; (k) shall not be deemed to be a fiduciary to any party hereto or any other person or entity; (l) shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and (xim) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereon. The provisions of this Section 5 shall survive the termination of this Escrow Agreement and the resignation, removal or replacement of the Escrow Agent.

The Escrow Agent. (a) The Escrow Agent: (i) shall act hereunder as an escrow agent only duties and shall not be responsible or liable in any matter whatever for the sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, income, earnings or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent; (ii) shall be fully protected in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (iii) shall not be liable for any error of judgment or for any action taken, suffered or omitted to be taken except in the case of its own gross negligence or bad faith, as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. In no event shall the Escrow Agent be (A) liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from the Company or the Investor Representative or (B) liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability responsibilities of the Escrow Agent under this Escrow Agreement will be limited to the amount of fees paid to the Escrow Agent; (iv) may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice; (v) shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, in this Escrow Agreement and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall it will not be subject to, nor be required obligated to comply withrecognize, or determine if any person or entity has complied with, the Stock Purchase Agreement or provision of any other agreement between between, or among direction or instruction of, any or all of the parties heretoto this Escrow Agreement. (b) If any Escrow Funds are at any time attached, garnished or levied upon under any court order or in case the payment of any such Escrow Funds will be stayed or enjoined by any court order, or in case any order, judgment or decree will be made or entered by any court affecting such Escrow Funds or any part thereof, then and in any of such events, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, writ, judgment or decree, it will not be liable to any of the parties to this Escrow Agreement or to any other Person by reason of such compliance even though reference thereto such order, writ, judgment or decree may be made in subsequently reversed, modified, annulled, set aside or vacated. (c) The Escrow Agent will not be liable for any act taken or omitted under this Escrow Agreement, except for liability arising in connection with its gross negligence, willful misconduct or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Escrow Agreement; (vi) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts; (vii) may engage or be interested in any financial or other transaction with the Company or any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the bad faith. The Escrow Agent hereunder; (viii) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it; (ix) shall not take instructions or directions except those given in accordance with this Escrow Agreement; (x) shall not incur any liability for not performing failure to perform any act, act or to fulfill any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including without limitation including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God, God or war, civil disorder or failure of any means of communication); and (xi) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividendsunavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). The Escrow Agent will also be fully protected in relying upon any written notice, distributionsdemand, income, interest certificate or earnings thereondocument that it in good faith believes to be genuine (including facsimiles thereof).

The Escrow Agent. The (a) may accept and rely on, shall be fully protected in relying on, and shall be entitled to treat as genuine, and as the document it purports to be, an original or copy of any notice, letter, certificate or other document (including, without limitation, Joint Instructions) (such a notice, letter, certificate, document and Joint Instructions, collectively "Escrow Agent:Communication") signed, sent or made or purporting to be signed, sent or made, by either or both of the Parties or which is otherwise received by it pursuant to and in accordance with this Agreement if it has been signed by any person who the Escrow Agent reasonably believes to be the Authorised Signatory of that Party; for this purpose, if any Escrow Communication bears a signature which is reasonably similar to the Authorised Signature of the relevant Authorised Signatory, then it shall be reasonable for the Escrow Agent to accept and rely upon it; and such Escrow Communication shall be deemed to be conclusive evidence of the facts and of the validity of the matters, facts and instructions stated therein and as having been duly authorised, executed and delivered; (ib) shall act hereunder as an escrow agent only and need not make any further enquiry in relation to any Escrow Communication, or take any action in contravention of applicable law or any action that would cause the Escrow Agent to incur any risk or liability for which it is not indemnified if the condition specified in paragraph (a) above is satisfied; (c) shall not be responsible or liable in any matter whatever for the loss, destruction, sufficiency, collection, correctness, genuineness or validity of any revenuesEscrow Communication whether or not it receives the same, cash, payments, securities, property, funds, investments, income, earnings or other amounts deposited with or held by it or for the identityform or execution of such Escrow Communication, or for the identity or authority or rights right of any person or entity party executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent;giving it; and (ii) shall be fully protected in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof; (iiid) shall not be responsible or liable for any error of judgment delay or for failure in executing any action taken, suffered instruction or omitted requirement to be taken except in the case of its own gross negligence or bad faith, as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction. In no event shall the Escrow Agent be (A) liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from the Company or the Investor Representative or (B) liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability of the Escrow Agent act under this Escrow Agreement will be limited to the amount of fees paid to the Escrow Agent; (iv) may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice; (v) shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Stock Purchase Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Escrow Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Escrow Agreement; (vi) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts; (vii) may engage or be interested in any financial or other transaction with the Company or any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if pending it were not the Escrow Agent hereunder; (viii) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless being satisfied that it has been furnished with assurances of repayment or indemnity satisfactory to it; (ix) shall not take instructions or directions except those given in accordance with this Escrow Agreement; (x) shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and (xi) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereonsatisfied its AML Obligations.