Examples of Warranty Escrow Agent in a sentence
Further, the Purchaser and the Sellers, collectively represented by Nordic Capital, shall, on the Closing Date, execute and deliver, and shall cause the Warranty Escrow Agent to execute and deliver, an escrow agreement (the “Warranty Escrow Agreement”) substantially in the form set out in Exhibit 14.
The Warranty Escrow Agent shall be obligated only for the performance of the Duties as are specifically set forth herein.
The Warranty Escrow Agent shall be under no duty to give the property held in escrow by it hereunder any greater degree of care than it gives its own similar property.
The Warranty Escrow Agent and Parent shall be entitled to rely on and act in accordance with any written or deemed approval and consent of the Shareholder Agent in immediately distributing the amount of any actual Losses claimed in a specific Officer’s Certificate (and in subsequently distributing amounts to cover any anticipated Losses upon occurrence), even if the Shareholder Agent subsequently objects to or disputes the nature or amount of Losses.
If the Shareholder Agent does not timely deliver a Notice of Dispute (or such Notice of Dispute does not reasonably describe the basis of the objection), the Shareholder Agent shall be deemed to have irrevocably approved and consented to the payment of all Losses specified in the Officer’s Certificate (including any anticipated Losses, which will be deemed irrevocably by Shareholder Agent approved and shall be paid by the Warranty Escrow Agent or otherwise paid promptly upon their actual incurrence).
The Warranty Escrow Agent is authorized to deposit with the clerk or other authorized agent of the court all documents and cash amounts involved in the dispute or controversy at issue.
The Warranty Escrow Agent has opened the Warranty Escrow Account (account # [account number]) in the joint names of the Purchaser and the Seller Representative.
The Warranty Escrow Agent shall be entitled to rely on and act in accordance with any such memorandum and promptly shall distribute to Parent the specified amounts from the Warranty Escrow Fund (to the extent paid therefrom) to the extent consistent with the terms thereof.
The Warranty Escrow Agent shall not be liable for any act done or omitted hereunder as Warranty Escrow Agent while acting in good faith and in the absence of gross negligence or wilful misconduct.
In case the Warranty Escrow Agent obeys or complies with any such order, judgment or decree of any court or binding resolution of arbitration, the Warranty Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.