Conditions to Escrow Sample Clauses
Conditions to Escrow. The Agent agrees to hold the Escrow Amounts and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative agree that the Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative to perform in accordance with this Agreement. The acceptance by the Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Agent’s rights, duties, liabilities and immunities:
(a) The Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the 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, it shall not be necessary for the Agent to inquire into such corporation’s, fiduciary’s or individual’s authority.
(b) The 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, bad faith or willful misconduct.
(c) The Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below.
(d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by 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 of this Agreement, until received by an officer in its trust division in wri...
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Fund and to perform in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of the Parties to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Aggregate Escrow Shares and the Aggregate Cash Amount and to perform its responsibilities in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of any of Buyer, Parent, or the Sellers to perform in accordance with the Purchase Agreement or this Agreemepnt. The Escrow Agent’s acceptance of its responsibilities hereunder is subject to the following terms and conditions which shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. Escrow Agent accepts this undertaking subject to the following conditions:
(a) Escrow Agent may, prior to establishing the “separate interest bearing” account, commingle funds received by it with escrow funds of others in its regular escrow account at the Depository; provided, that the Deposit shall be invested in the separate interest bearing account by the next business day following receipt by Escrow Agent. Escrow Agent shall not be accountable for any incidental benefit which may be attributable to the funds so deposited.
(b) Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository.
(c) Provided Escrow Agent is acting in good faith, Escrow Agent shall not be liable for loss or damage resulting from:
(i) any good faith act or forbearance of Escrow Agent;
(ii) any default, error, action or omission of any party, other than Escrow Agent;
(iii) the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent;
(iv) the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing;
(v) Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court;
(vi) Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial or administrative proceeding;
(vii) any loss or damage which arises after the Deposit has been disbursed in accordance with the terms of this Agreement.
(d) Escrow Agent shall be indemnified fully by the parties hereto for all its expenses, costs, and reasonable, actual attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file, in its sole discretion, to resolve any dispute hereunder; or which interpleader action may be filed against the Escrow Agent.
(e) If Escrow Agent is made a party to any judicial, non-judicial or administrative action, hearing or process based on acts of any of the other parties hereto and not on the willful misconduct and/or negligence of Escrow Agent in performing its duties hereunder, the party/parties whose acts are determined to be the basis for such proceedings shall indemnify, save and hold Escrow Agent harmless from any reasonable, actual expenses, costs and attorne...
Conditions to Escrow. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of any Party to perform in accordance with the Subscription Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of the Parties to perform in accordance with the BCA or this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. Nothing in this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Account and Escrow Amount and to perform its duties and obligations in accordance with the terms and provisions of this Escrow Agreement. Each of REP, GGP and Investor acknowledge and agree that the Escrow Agent does not assume any responsibility for the failure of REP, GGP or Investor to perform in accordance with the terms set forth in the Investment Agreement, the LLC Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its duties and obligations hereunder is subject to the 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:
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder: (a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to
Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this
Conditions to Escrow. The Stockholders’ Representative and the Purchaser agree that the Escrow Agent shall not assume any responsibility for the failure of such Parties to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions which the Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder: