Common use of Conditions of Escrow Clause in Contracts

Conditions of Escrow. Escrow Agent accepts the undertaking in this Agreement subject to these conditions of escrow: (a) The ▇▇▇▇▇▇▇ Money shall be retained in a segregated account at Bank of New York Mellon. The ▇▇▇▇▇▇▇ Money shall be retained in an interest-bearing account, and all interest earned thereon shall be deemed ▇▇▇▇▇▇▇ Money, provided that Purchaser discloses its federal tax identification number to Escrow Agent. (b) The parties hereto covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any loss, costs, or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damage arising out of it willful default or gross negligence. (c) Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement. Escrow Agent is specifically authorized to refuse to act except upon the written instructions of College and MACQ. (d) College and MACQ hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including without limitation, reasonable cost of investigation and attorneys fees and disbursements which may be imposed upon or incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder. (e) In the event of a dispute between any of the parties hereto sufficient in the sole discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged.

Conditions of Escrow. The Escrow Agent accepts agrees to hold and safeguard the undertaking Escrow Account and to perform its duties in accordance with the terms and provisions of this Escrow Agreement. Parent and Purchaser agree that the Escrow Agent does not assume any responsibility for the failure of Parent or Purchaser to perform any of their respective obligations in accordance with the Stock Purchase Agreement, this Escrow Agreement or any other agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to these conditions of escrowthe following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The ▇▇▇▇▇▇▇ Money shall be retained in a segregated account at Bank of New York Mellon. The ▇▇▇▇▇▇▇ Money shall be retained in an interest-bearing account, and all interest earned thereon shall be deemed ▇▇▇▇▇▇▇ Money, provided that Purchaser discloses its federal tax identification number to Escrow Agent. (b) The parties hereto covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any loss, costs, or damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damage arising out of it willful default or gross negligence. (c) Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken protected in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance acting upon any documentwritten notice, including any written notice of instruction provided for in this Agreementconsent, receipt or other paper or document furnished to it, not only as to its due execution and the validity and effectiveness of its provisions, provisions but also as to the truth and accuracy of any information contained thereintherein contained, which the Escrow Agent shall in good faith believe believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to have been signed inquire into such corporation’s, fiduciary’s or presented by a proper person or persons and to conform with the provisions of this Agreementindividual’s authority. The Escrow Agent is specifically authorized also relieved from the necessity of satisfying itself as to refuse the authority of the persons executing this Escrow Agreement in a representative capacity. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to act except upon any of the written provisions hereof or the duties hereunder, and it shall incur no liability and shall be deemed to be acting in good faith in accordance with the opinion and instructions of College such counsel. The reasonable costs of such counsel’s services shall be paid to the Escrow Agent in accordance with Section 9 below. The Escrow Agent may perform any and MACQall of its duties through its agents, representatives, attorneys, custodians, and/or nominees. (d) College and MACQ hereby agree to indemnify and hold harmless The Escrow Agent against shall have no duties except those which are expressly set forth herein, and it shall not be bound by the Stock Purchase Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Escrow Agreement, until received and all lossesacknowledged by an officer in its Shareowner Services department in writing. The Escrow Agent shall have only those duties as are expressly provided herein, claimswhich shall be deemed purely ministerial in nature, damagesand shall under no circumstance be deemed a fiduciary for any of the parties to this Escrow Agreement. The Escrow Agent shall neither be responsible for, liabilities nor chargeable with, knowledge of the terms and expensesconditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including without limitationlimitation the Stock Purchase Agreement. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, reasonable cost and no additional obligations of investigation and attorneys fees and disbursements which may be imposed upon or incurred by the Escrow Agent shall be inferred from the terms of this Escrow Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT’S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS ESCROW AGREEMENT, OR (ii) SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. (e) The Escrow Agent reserves the right to resign at any time by giving thirty (30) days’ prior written notice of such resignation to Purchaser and Parent, specifying the effective date thereof. Notwithstanding the foregoing, no such resignation shall be effective until, within sixty (60) calendar days after receiving the aforesaid notice, a successor Escrow Agent (with capital and surplus of at least $25,000,000,000) shall have been appointed by the parties to this Escrow Agreement (other than the Escrow Agent) and the Escrow Agent shall have delivered to such successor Escrow Agent the Escrow Account, all relevant books and records (including any Claims Notice) relating thereto and any instruments in which the Escrow Account has been invested in accordance with this Escrow Agreement. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the 60-calendar day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with its serving as such a proceeding shall be paid in accordance with Section 9 hereof. Any such successor to the Escrow Agent shall agree to be bound by the terms of this Escrow Agreement and shall, upon receipt of the Escrow Account, all relevant books and records (including any Escrow Claim Notice) relating thereto and any instruments in which the Escrow Account has been invested in accordance with this Escrow Agreement, become the Escrow Agent hereunder. (ef) In the event Upon delivery of a dispute between any all of the parties hereto sufficient in Escrow Account pursuant to the sole discretion terms of Section 5(c) above or to a successor Escrow Agent to justify its doing soAgent, the Escrow Agent shall thereafter be entitled discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to tender into the registry or custody comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all money final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In the event that any Escrow Account property shall be attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its hands held under sole discretion (but acting in good faith), to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, and in the event that the Escrow Agent obeys or complies with any such writ, order, judgment or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order, judgment or decree be subsequently reversed, modified, annulled, set aside or vacated. (h) If the Escrow Agent becomes involved in litigation on account of this Escrow Agreement, it shall have the right to retain counsel and shall be entitled to reimbursement for all reasonable documented costs and expenses related thereto as provided in Sections 7 and 9 hereof; provided, however, that the Escrow Agent shall not be entitled to any such reimbursement to the extent such litigation ultimately determines that the Escrow Agent acted with gross negligence, recklessness or willful misconduct. (i) In the event that conflicting demands are made upon the Escrow Agent for any situation addressed in, or not addressed but related to, this Escrow Agreement, the Escrow Agent may withhold performance of the terms of this Escrow Agreement until such time as said conflicting demands shall have been withdrawn or the rights of the respective parties shall have been settled by court adjudication, arbitration, joint order or otherwise. (j) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, so long as such successor has capital and surplus of at least $25,000,000,000, shall be and become the successor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. (k) The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of the parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this Escrow Agreement, together with such legal pleadings the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit B-1 and Exhibit B-2 to this Escrow Agreement. (l) The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as it deems appropriate, and thereupon be dischargedduties. (m) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.