The Escrow Agent definition

The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.

The Escrow Agent shall acknowledge receipt of all Escrow Funds by notifying the Company of deposits into the Escrow Account in the Escrow Agent's customary manner no later than the next business day following the business day on which the Escrow Funds are deposited into the Escrow Account.

The Escrow Agent has no responsibility for accepting, rejecting, or approving subscriptions. The Escrow Agent shall complete an OFAC search, in compliance with its policy and procedures, of each subscription check prior to depositing the check in the Escrow Account, the Pennsylvania/Nebraska Escrow Account or the New York Escrow Account and shall inform the Partnership if a subscription check fails the OFAC search. The Dealer Manager shall provide a copy of each subscription check in order that the Escrow Agent may perform such OFAC search.

Examples of The Escrow Agent in a sentence

• The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement 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 have given its prior written consent thereto.

• The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided.

• The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder.

• The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

• The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

More Definitions of The Escrow Agent

The Escrow Agent shall cause Chase Manhattan Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Underwriter shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the "Subscription Information").

The Escrow Agent shall remit Broker's fee to Broker in accordance with wire instructions that will be sent to Escrow Agent from Broker.

The Escrow Agent shall maintain a separate account for each Stockholder's, and subsequent to any transfer permitted pursuant to Paragraph 1(e) hereof, each Owner's, portion of the Escrow Fund.

The Escrow Agent is fully protected in acting or refraining from acting upon and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document that the Escrow Agent in good faith reasonably believes to have been signed or presented by the proper party or parties.

The Escrow Agent has no responsibility in respect of the Escrow Shares, or any instruction, certificate or notice delivered to it, other than faithfully to carry out the obligations undertaken by it in this Agreement and to follow the directions in such instruction or notice provided in accordance with the terms hereof.

The Escrow Agent shall take no action with respect to the Dispute Fund, except upon receipt of joint written instructions from Search and the Stockholders in substantially the form attached hereto as Exhibit 3 or by a final judgment or decree of any court of competent jurisdiction in accordance with Section 16.7 of the Stockholders Agreement. Upon such instructions or judgment, decree or award, the Escrow Agent shall promptly follow the instruction therein.

The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may conclusively rely without any liability upon the contents thereof. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or with the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or negligence. (c) Polaris and Triton agree severally and not jointly to indemnify the Escrow Agent and its employees, directors, officers and agents and hold each harmless against any and all liabilities incurred by it hereunder as a consequence of such party's action, and both Polaris and Triton agree severally and not jointly to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it and them hereunder that are not a consequence of any party's action, except in either case for liabilities incurred by the Escrow Agent resulting from its own willful misconduct or negligence. In connection therewith, Polaris and Triton shall each be liable for 50% of any such liabilities.