Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunder, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. (c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the preparation and review of this Escrow Agreement and the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent. (e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof. (f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties. (g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control. (h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement. (i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. Except as otherwise specifically directed in this Contract, Escrow Agent shall deliver the Deposit (for purposes of this Article 26, the "Escrow") to Seller or Buyer promptly after receiving a joint notice from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives notice from Buyer or Seller that the party giving such notice is entitled to the Escrow, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent's receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fourteenth day after the giving of the notice referred to in clause (i) above, deliver the Escrow to the party claiming the right to receive it. In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Contract, it shall be entitled to take any one or more of the following courses of action:
(a) The Parties acknowledge and agree that Hold the Escrow as provided in this Contract and decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Escrow, in which case Escrow Agent shall then disburse the Escrow in accordance with such direction;
(ib) In the event of litigation between Buyer and Seller, deliver the Escrow to the clerk of any court in which such litigation is pending; or
(c) Deliver the Escrow to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation. Escrow Agent shall not be responsible liable for any action taken or bound byomitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Contract and it may rely, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel and upon any written directions, instructions, notice, instructioncertificate, instrument, statementrequest, request paper or document furnished to it hereunder and other documents believed by it in good faith to be genuine and to have been made, sent, signed or presented by the proper personparty or parties. In no event shall Escrow Agent's liability hereunder exceed the aggregate amount of the Escrow. Escrow Agent shall be under no obligation to take any legal action in connection with the Escrow or this Contract or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, Escrow Agent shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Contract, Buyer and Seller jointly indemnify and agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith on its part and arising out of or in connection with its services under the terms of this Contract, including the cost and expense of defending itself against any claim of liability. Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Buyer, Seller and Escrow Agent. From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that the Escrow Agent shall have no responsibility obligation to make any such request) to carry out more effectively the provisions and purposes of this Contract, to evidence compliance with this Contract or to assure itself that it is protected in acting hereunder. Escrow Agent shall serve hereunder without fee for determining the accuracy thereof and (iii) may consult counsel satisfactory to itits services as escrow agent, and the opinion of such counsel but shall be full entitled to reimbursement for expenses incurred hereunder, which expenses shall be paid and complete authorization borne equally by Buyer and protection Seller, unless such expenses are associated with litigation between Buyer and Seller, in respect of any action taken, suffered or omitted which event they shall be borne by it hereunder the party that does not prevail in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the litigation. Escrow Agent and any agrees that it will not seek reimbursement for the services of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunderpartners, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent but only for its reasonable actual and reasonably incurred out-of-pocket expenses (including reasonable counsel fees) incurred in connection with expenses. Escrow Agent executes this Contract solely for the preparation purpose of consent to, and review agreeing to be bound by the provisions of this Escrow Agreement Article 26, and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue extent applicable to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent, Article 3.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase and Sale Contract (Beacon Properties Corp)
Duties and Responsibilities of Escrow Agent. (a) The Parties Trinity and the Shareholders acknowledge and agree that the Escrow Agent Agent: (i) shall not be responsible for or bound by, and shall not be required any of the agreements referred to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, herein but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, ; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof thereof; and (iiiiv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless Neither the Escrow Agent and nor any of its directors, officers or employees shall be liable to anyone for any action taken or omitted to be taken by the Escrow Agent it or any of the Escrow Agent's its directors, officers or employees hereunder, hereunder except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreementmisconduct.
(c) The Company agrees Trinity and the Shareholders each agree to pay half of the fees of, and to reimburse all expenses (including the reasonable fees and expenses of counsel) incurred by, the Escrow Agent in performing its duties and responsibilities hereunder, including the Escrow Agent's fees reasonable compensation for acting its normal services hereunder in accordance with the fee schedule attached as escrow agent hereunder as set forth on Schedule II an exhibit hereto, and to reimburse the . The Escrow Agent shall be entitled to reimbursement on demand for its reasonable out-of-pocket all expenses (including reasonable counsel fees) incurred in connection with the preparation and review administration of this Escrow Agreement and the performance escrow created hereby which are in excess of its duties and responsibilities compensation for normal services here under, including without limitation, payment of any legal fees incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder.
(d) The Escrow Agent may at any time resign as escrow agent Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the PartiesTrinity and Shareholder Representative. Prior to the effective date of the resignation as specified in such notice, each of Trinity and the Parties Shareholder Representative will issue to the Escrow Agent a written instruction authorizing delivery redelivery of the Escrowed Funds Trinity Escrow Shares and the Vilpas Escrow Shares, respectively, to a substitute bank or trust company that Trinity selects subject to the reasonable consent of the Shareholder Representative. Such bank or trust company shall have a principal office in San Francisco, California, shall have capital, surplus and undivided profits in excess of $50,000,000, and shall have agreed to act as Escrow Agent selected by hereunder and upon such additional terms and conditions as it, Trinity and Shareholder Representative shall have agreed, if any, provided that the Partiesoriginal Escrow Agent shall have no responsibility therefor nor any responsibility for the compensation of such successor Escrow Agent. If, however, Trinity shall fail to name such a successor escrow agent within twenty (20) days after the notice of resignation from the Escrow Agent, then Shareholder Representative shall be entitled to name such successor escrow agent. If no successor Escrow Agent escrow agent is named by either Trinity or Shareholder Representative pursuant to the Partiesforegoing provisions by the effective date of the Escrow Agent's resignation, then the Escrow Agent may apply shall deliver the Vilpas Escrow Shares and the Trinity Escrow Shares to a state or federal court Trinity for the benefit of competent jurisdiction for appointment Trinity and the Shareholders, as provided herein, whereupon all obligations of a successor the Escrow AgentAgent shall be deemed fulfilled, and the Escrow Agreement shall terminate, provided that the provisions of paragraphs (b) and (c) of this Section 3 shall survive the termination of this Escrow Agreement.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, Agreement against the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated herebyAgent.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. (aA) The Parties acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunder, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the preparation and review of this Escrow Agreement and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Partiesacting solely as a stakeholder at their request and for their convenience, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The that Escrow Agent shall not be required deemed to inquire into be the propriety agent of either of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by parties, and among the Parties.
(g) The that Escrow Agent shall not be liable to any Party of the parties for losses due toany act or omission on his part unless taken or suffered in bad faith, or if it is unable to perform its obligations under the terms in willful disregard of this Agreement or involving gross negligence. Sellers and Purchaser shall jointly and severally indemnify and hold Escrow Agreement because ofAgent harmless from and against all costs, acts claims and expenses, including legal fees, costs and expenses, incurred in connection with the performance of GodEscrow Agent's duties hereunder, fireexcept with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, floods, strikes, equipment in willful disregard of this contract or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its controlinvolving gross negligence on the part of Escrow Agent.
(hB) If Escrow Agent is Sellers' attorney, Escrow Agent or any member of his/her firm shall be permitted to act as counsel for Sellers in any dispute as to the disbursement of the Initial Payment or any other dispute between the parties whether or not Escrow Agent is in possession of the Initial Payment and continues to act as Escrow Agent.
(C) Escrow Agent may act or refrain from acting in respect of any matter referred to in this Article in full reliance upon and with advice of counsel which may be selected by him (including any member of his firm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel.
(D) All legal fees, costs and expenses incurred by Escrow Agent shall be paid equally by the Sellers and Purchaser. Sellers and Purchaser shall pay to the Escrow Agent immediately upon receipt of an invoice either from Escrow Agent or his counsel. Any legal fees, costs and expenses not so paid shall be deemed liquidated damages and enforceable by Escrow Agent in full against either Sellers or Purchaser in the State of New York or in the home state of either party or such other state or place where either party maintains its assets, if not in New York.
(E) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(iF) Except The Escrow Agent may at any time resign as may be required Escrow Agent hereunder by lawgiving five (5) business days prior written notice of resignation to the Sellers and Purchaser. Prior to the effective date of resignation as specified in such notice, the Sellers and Purchaser will issue to the Escrow Agent a joint instruction authorizing delivery of the Initial Payment to a substitute Escrow Agent selected by the Sellers and the Purchaser. If no successor Escrow Agent is named by the Sellers and the Purchaser, the Escrow Agent will notmay apply to a court of competent jurisdiction within the county in which the Property is located for appointment of a successor Escrow Agent, and deposit the Initial Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same.
(G) The provisions of this Article 11 shall survive the resignation of the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence termination of this Escrow Agreement or the transactions contemplated herebyAgreement.
Appears in 1 contract
Sources: Contract of Sale (Able Energy Inc)
Duties and Responsibilities of Escrow Agent. (a) A. The Parties Stockholders and Buyer acknowledge and agree that the Escrow Agent Agent:
(i1) shall will not be responsible for or bound by, any of the agreements (other than those agreements made by Escrow Agent) referred to herein and shall not will only be required to inquire into whether any Party is entitled to receive responsible for those obligations specifically imposed on the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in Escrow Agent by this Escrow Agreement, each of which are ministerial (iiand will not be construed to be fiduciary) in nature, and no implied duties or obligations will be read into this Escrow Agreement against or on the part of the Escrow Agent;
(2) will not be obligated to take any legal or other action hereunder which might in the Escrow Agent’s judgment involve any expense or liability unless it will have been furnished with indemnification acceptable to it in its sole discretion;
(3) may rely on and shall will be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, request or document furnished to it the Escrow Agent hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall will have no responsibility for determining the accuracy thereof and thereof; and
(iii4) may consult counsel satisfactory to itthe Escrow Agent, including in-house counsel, if the Escrow Agent reasonably determines that such consultation is necessary, and the opinion of such counsel shall be Escrow Agent will receive full and complete authorization and protection in respect of for any action taken, suffered or omitted by it hereunder the Escrow Agent in good faith and in accordance with the opinion reasonable reliance of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless B. Neither the Escrow Agent and nor any of its directors, officers or employees will be liable to anyone for any action taken taken, refrained from, or omitted to be taken by the Escrow Agent it or any of the its directors, officers or employees pursuant to this Escrow Agent's employees hereunder, Agreement except in the case of gross negligence negligence, bad faith or willful misconduct misconduct. The Stockholders and Buyer, jointly and severally, covenant and agree to indemnify and hold harmless without limitation the Escrow Agent and its directors, officers and employees, from and against any claim, loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in its capacity as escrow agent under connection with this Escrow AgreementAgreement or with the administration of the Escrow Agent’s duties hereunder unless such loss, liability or expense is caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct. In no event will the Escrow Agent be liable for indirect, punitive, special or consequential damages.
C. The Parties acknowledge Escrow Agent will have no responsibility or liability on account of any action or omission of any book-entry depository or subescrow agent employed by the Escrow Agent, except to the extent that such action or omission of any book-entry depository or subescrow agent was caused by the indemnity set forth Escrow Agent’s own gross negligence, bad faith or willful misconduct.
D. The Stockholders and Buyer each agree, jointly and severally, to pay or reimburse the Escrow Agent for legal fees incurred in connection with the preparation of this Escrow Agreement and to pay the Escrow Agent’s reasonable compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Schedule A. The Escrow Agent will be entitled to reimbursement by the Stockholders and Buyer (and the Stockholders and Buyer hereby agree, jointly and severally to pay) on demand for all reasonable costs and expenses incurred by it in connection with the administration of this Escrow Agreement or the Escrow Fund created hereby which are in excess of its compensation for normal services.
E. The provisions of this Section 3(b) shall 6 will survive both the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the preparation and review of this Escrow Agreement and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge It is understood and agree agreed that the duties of the Escrow Agent (i) are purely ministerial in nature, and that: The Escrow Agent shall notify the Placement Agent and the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. In addition, the Escrow Agent shall, from time to time, upon written request therefor from any Investor, notify such requesting Investor within one business day following receipt of such request, of the Escrow Amounts which have been deposited in the Bank Account by such requesting Investor and of the aggregate amounts constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. The Escrow Agent shall not be responsible for or bound by, be required to enforce any of the terms or conditions of the Securities Purchase Agreement or any other agreement between the Placement Agent and the Issuer nor shall the Escrow Agent be responsible for the performance by the Placement Agent or the Issuer of their respective obligations under this Escrow Agreement. The Escrow Agent shall not be required to inquire into whether accept from the Placement Agent (or the Issuer) any Party Subscription Information pertaining to Investors unless such Subscription Information is entitled accompanied by checks, cash or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to receive keep records of any information with respect to payments deposited by the Escrowed Funds Placement Agent or any portion thereof pursuant Investor (or the Issuer) except as to any other agreement among the Parties, but shall be obligated only for the performance amount of such duties as are specifically payments; however, the Escrow Agent shall notify the Placement Agent within a reasonable time of any discrepancy between the amount set forth in Schedule I and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Placement Agent or Investor, as the case may be, any check received which is dishonored, together with the Subscription Information, if any, which accompanied such check. The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Escrow Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. If the Escrow Agent is uncertain as its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Escrow Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (iiand any other Escrow Amounts that thereafter become part of the Fund) may rely on with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility liable for determining the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion advice of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunder, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the preparation and review of this Escrow Agreement and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall have no responsibility at any time to ascertain whether or not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall any security interest exists in the Escrow Agent be required Amounts, the Fund or any part thereof or to investigate file any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations financing statement under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent Uniform Commercial Code with respect to the Fund or any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreementpart thereof.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge Except as otherwise specifically directed in this Contract, Escrow Agent shall deliver the Deposit (the “Escrow”) to Seller or Buyer promptly after receiving a joint notice from Seller and agree Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives notice from Buyer or Seller that the party giving such notice is entitled to the Escrow, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent’s receipt of such notice and enclosing a copy of such notice, and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fifth business day after the giving of the notice referred to in clause (i) above, deliver the Escrow to the party claiming the right to receive it.
(b) In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Contract, it shall be entitled to take any one or more of the following courses of action:
(i) Hold the Escrow as provided in this Contract and decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Escrow, in which case Escrow Agent shall then disburse the Escrow in accordance with such direction;
(ii) In the event of litigation between Buyer and Seller, deliver the Escrow to the clerk of any court in which such litigation is pending; or
(iii) Deliver the Escrow to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation.
(c) Absent gross negligence or intentional misconduct, Escrow Agent shall not be responsible liable for any action taken or bound byomitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Contract and it may rely, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel and upon any written directions, instructions, notice, instructioncertificate, instrument, statementrequest, request paper or document furnished to it hereunder and believed other documents believes by it in good faith to be genuine and to have been made, sent, signed or presented by the proper person, and party or parties. In no event shall have no responsibility for determining Escrow Agent’s liability hereunder exceed the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any aggregate amount of the Escrow Agent's employees hereunderand, except in the case of Escrow Agent’s gross negligence on intentional misconduct, the costs of recovering the Escrow, including legal fees. Escrow Agent shall be under no obligation to take any legal action in connection with the Escrow or this Contract or to appear in, prosecute or defend any action or legal proceeding which would or might, in its sole opinion, involve it is cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, Escrow Agent shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Contract, Buyer and Seller jointly indemnify and agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith, gross negligence or willful intentional misconduct on its part and arising out of or in connection with its capacity as escrow agent services under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination terms of this Escrow AgreementContract, including the cost and expense of defending itself against any claim of liability.
(cd) The Company agrees to pay Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Buyer, Seller and Escrow Agent's fees . From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Contract, to evidence compliance with this Contract or to assure itself that it is protected in acting hereunder.
(e) Escrow Agent shall serve hereunder without fee for acting its services as escrow agent hereunder as set forth on Schedule II heretoagent, but shall be entitled to reimbursement for expenses incurred hereunder, which expenses shall be paid and to reimburse borne equally by Buyer and Seller, unless such expenses are associated with litigation between Buyer and Seller, in which event they shall be borne by the party that does not prevail in the litigation. Escrow Agent agrees that it will not seek reimbursement for services of its employees or partners, but only for its reasonable actual and reasonably incurred out-of-pocket expenses (including reasonable counsel fees) incurred in connection with expense. Escrow Agent executes this Contract solely for the preparation purpose of consent to, and review agreeing to be bound by the provisions of this Escrow Agreement Article, and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue extent applicable to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent, Article 3.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase and Sale Contract (Heritage Property Investment Trust Inc)
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge and agree that Escrow Agent shall not issue any certificates of deposit, stock certificates, or any other instrument or document representing any interest in the deposited funds, but written notice acknowledging receipt of the deposited funds will be delivered from time to time, but no more frequently than once per week, by the Escrow Agent (i) to the Company and the Underwriter. The Escrow Agent shall give the Company and the Underwriter prompt written notice when funds deposited in the Escrow Account total $_________. The Escrow Agent shall not be responsible for fees in conjunction with the issuance or bound bytransfer of securities. The Company and the Underwriter agree to provide to the Escrow Agent all information necessary to facilitate the administration of this Agreement, and the Escrow Agent may rely upon such information provided. In performing any of its duties hereunder, the Escrow Agent shall not be required incur any liability to inquire into whether anyone for any Party is entitled claims, damages, losses, costs or expenses, except for willful misconduct or gross negligence, and it shall accordingly not incur any such liability with respect to receive the Escrowed Funds (i) any action taken or any portion thereof pursuant omitted in good faith upon advice of counsel given with respect to any other agreement among questions relating to the Parties, but shall be obligated only for duties and responsibilities of the performance of such duties as are specifically set forth in Escrow Agent under this Escrow Agreement, Agreement or (ii) may rely on and shall be protected any action taken or omitted in acting or refraining from acting reliance upon any written notice, instruction, instrument, statementincluding the written advice provided for herein, request or document furnished not only as to it hereunder its due execution and believed by it the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the a proper person, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered person or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the Escrow Agent and any of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunder, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II heretopersons, and to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection conform with the preparation and review terms of this Escrow Agreement and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the PartiesAgreement. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required obligated to inquire into take any action which it is not expressly directed to take in this Agreement unless and until it shall have received written instruction from the propriety of Company and/or the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) Underwriter. The Escrow Agent shall not be liable have no duty to know or determine performance or non-performance of any Party for losses due toprovision of any agreement between the other parties hereto, and the original, or if it is unable to perform its obligations under a copy, of any such agreement deposited with the terms Escrow Agent shall not bind such agent in any manner. The Escrow Agent assumes no responsibility for the validity or sufficiency of any documents or paper or payments deposited or called for hereunder except as may be expressly and specifically set forth in this Escrow Agreement because ofin clear and unambiguous language, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively and the duties and responsibilities of the Escrow Agent with respect are limited to any those expressly and all matters pertinent thereto and no implied duties or obligations shall be read into specially stated in this Escrow AgreementAgreement in such language.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Fund Escrow Agreement (United Oilfield Services Inc)
Duties and Responsibilities of Escrow Agent. Except as otherwise specifically directed in this Contract, Escrow Agent shall deliver the Deposit to Seller or Buyer promptly after receiving a joint notice from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives notice from Buyer or Seller that the party giving such notice is entitled to the Deposit, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent's receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fourteenth day after the giving of the notice referred to in clause (i) above, deliver the Deposit to the party claiming the right to receive it. Notwithstanding anything to the contrary contained in this Contract, if Buyer requests the return of the Deposit at any time on or before the end of the Due Diligence Period, Escrow Agent shall comply with the instructions given by Buyer without the necessity of any further action (including, without limitation, the consent of Seller), except for providing a courtesy notice to Seller and Broker. In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Contract, it shall be entitled to take any one or more of the following courses of action:
(a) The Parties acknowledge Hold the Deposit as provided in this Contract and agree that the decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit in accordance with such direction;
(ib) In the event of litigation between Buyer and Seller, deliver the Deposit to the clerk of any court in which such litigation is pending; or
(c) Deliver the Deposit to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation. Escrow Agent shall not be responsible liable for any action taken or bound byomitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Contract and it may rely, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel and upon any written directions, instructions, notice, instructioncertificate, instrument, statementrequest, request paper or document furnished to it hereunder and other documents believed by it in good faith to be genuine and to have been made, sent, signed or presented by the proper personparty or parties. In no event shall Escrow Agent's liability hereunder exceed the aggregate amount of the Deposit. Escrow Agent shall be under no obligation to take any legal action in connection with the Deposit or this Contract or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, Escrow Agent shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Contract, Buyer and Seller jointly indemnify and agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part and arising out of or in connection with its services under the terms of this Contract, including the cost and expense of defending itself against any claim of liability. Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Buyer, Seller and Escrow Agent. From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that the Escrow Agent shall have no responsibility obligation to make any such request) to evidence compliance with this Contract or to assure itself that it is protected in acting hereunder. Escrow Agent shall serve hereunder without fee for determining the accuracy thereof and (iii) may consult counsel satisfactory to itits services as escrow agent, and the opinion of such counsel but shall be full entitled to reimbursement for reasonable expenses incurred hereunder, which expenses shall be paid and complete authorization borne equally by Buyer and protection Seller, unless such expenses are associated with litigation between Buyer and Seller, in respect of any action taken, suffered or omitted which event they shall be borne by it hereunder the party that does not prevail in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless the litigation. Escrow Agent and any agrees that it will not seek reimbursement for the services of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunderpartners, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent but only for its reasonable actual and reasonably incurred out-of-pocket expenses (including reasonable counsel fees) incurred in connection with expenses. Escrow Agent executes this Contract solely for the preparation purpose of consent to, and review agreeing to be bound by the provisions of this Escrow Agreement Article 26, and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue extent applicable to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent, Article 3.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. Escrow Agent shall deliver the Deposit to Seller or Buyer promptly after receiving a joint written notice from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction; provided that only Buyer shall be required to deliver a notice if the Agreement is terminated by Buyer prior to the expiration of the Due Diligence Period as provided herein. Except as provided in the preceding sentence, if Escrow Agent receives written notice from Buyer or Seller that the party giving such notice is entitled to the Deposit, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent’s receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fifth (5th) business day after the giving of the notice referred to in clause (i) above, deliver the Deposit to the party claiming the right to receive it. In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Agreement, it shall be entitled to take any of the following courses of action; provided that the following shall not apply in the event Buyer terminates the Agreement prior to the expiration of the Due Diligence Period as provided herein:
(a) The Parties acknowledge Hold the Deposit as provided in this Agreement and agree that the decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit in accordance with such direction;
(ib) In the event of litigation between Buyer and Seller, Escrow Agent may deliver the Deposit to the clerk of any court in which such litigation is pending; or
(c) Escrow Agent may deliver the Deposit to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation. Escrow Agent shall not be responsible liable for any action taken or bound byomitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and it may rely, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel and upon any written directions, instructions, notice, instructioncertificate, instrument, statementrequest, request paper or document furnished to it hereunder and other documents believed by it in good faith to be genuine and to have been made, sent, signed or presented by the proper personparty or parties. In no event shall Escrow Agent’s liability hereunder exceed the aggregate amount of the Deposit. Escrow Agent shall be under no obligation to take any legal action in connection with the Deposit or this Agreement or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to as often as reasonably required by it, and the opinion of such counsel Escrow Agent shall be full furnished with such security and complete authorization indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Agreement, Buyer and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to Seller jointly indemnify and hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith on its part and arising out of or in connection with its services under the terms of this Agreement, including the cost and expense of defending itself against any claim of liability. Escrow Agent shall not be bound by any modification of this Agreement affecting Escrow Agent’s duties hereunder unless the same is in writing and signed by Buyer, Seller and Escrow Agent. From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance with this Agreement or to assure itself that it is protected in acting hereunder. In no event, however, shall the parties be obligated to sign and/or be bound by any instructions that conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. Escrow Agent shall serve hereunder for the compensation described in Article 19 above; provided, however, any expenses of Escrow Agent that are associated with litigation between Buyer and Seller shall be borne by the party that does not prevail in the litigation. Escrow Agent agrees that it will not seek reimbursement for the services of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunderpartners, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent but only for its reasonable actual and reasonably incurred out-of-pocket expenses (including reasonable counsel fees) incurred in connection with expenses. Escrow Agent executes this Agreement solely for the preparation purpose of consent to, and review agreeing to be bound by the provisions of this Escrow Agreement Article 24, and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue extent applicable to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent, Article 3.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Industrial Property Trust Inc.)
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge Trinity, McPherson and agree that the Hayman acknowledg▇ ▇▇▇ ▇▇▇ee th▇▇ ▇▇▇ Escrow Agent Agent: (i) shall not be responsible for or bound by, and shall not be required any of the agreements referred to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, herein but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, ; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof thereof; and (iiiiv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless Neither the Escrow Agent and nor any of its directors, officers or employees shall be liable to anyone for any action taken or omitted to be taken by the Escrow Agent it or any of the Escrow Agent's its directors, officers or employees hereunder, hereunder except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreementmisconduct.
(c) The Company Trinity agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II heretoof, and to reimburse all expenses (including the reasonable fees and expenses of counsel) incurred by, the Escrow Agent in performing its duties and responsibilities hereunder, including the Escrow Agent's reasonable compensation for its reasonable out-of-pocket normal services hereunder in accordance with the fee schedule attached as an exhibit hereto. The Escrow Agent shall be entitled to reimbursement on demand for all expenses (including reasonable counsel fees) incurred in connection with the preparation and review administration of this Escrow Agreement and the performance escrow created hereby which are in excess of its duties and responsibilities compensation for normal services here under, including without limitation, payment of any legal fees incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder.
(d) The Escrow Agent may at any time resign as escrow agent Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the PartiesTrinity, McPherson and Hayman. Prior to the effective date ▇▇▇ ▇▇▇▇ctive ▇▇▇▇ of the resignation as specified in such notice, each of the Parties Trinity will issue to the Escrow Agent a written instruction authorizing delivery redelivery of the Escrowed Funds Escrow Shares to a substitute bank or trust company that it selects subject to the reasonable consent of McPherson and Hayman. Such ban▇ ▇▇ ▇▇▇▇t com▇▇▇▇ ▇hall have a principal office in San Francisco, California, shall have capital, surplus and undivided profits in excess of $50,000,000, and shall have agreed to act as Escrow Agent selected by hereunder and upon such additional terms and conditions as it, Trinity, McPherson and Hayman shall have ▇▇▇▇▇▇, if an▇, ▇▇▇vided that the Partiesoriginal Escrow Agent shall have no responsibility therefor nor any responsibility for the compensation of such successor Escrow Agent. If, however, Trinity shall fail to name such a successor escrow agent within twenty (20) days after the notice of resignation from the Escrow Agent, then McPherson and Hayman shall be e▇▇▇▇▇▇▇ ▇o nam▇ ▇▇▇▇ successor escrow agent. If no successor Escrow Agent escrow agent is named by either Trinity or McPherson and Hayman pursuant t▇ ▇▇▇ ▇▇▇egoin▇ ▇▇▇▇isions by the Partieseffective date of the Escrow Agent's resignation, then the Escrow Agent may apply shall deliver the Escrow Shares to a state or federal court Trinity for the benefit of competent jurisdiction for appointment Trinity, McPherson and/or Hayman, as pro▇▇▇▇▇ ▇▇▇ein, whe▇▇▇▇▇▇ all obligations of a successor the Escrow AgentAgent shall be deemed fulfilled, and the Escrow Agreement shall terminate, provided that the provisions of paragraphs (b) and (c) of this Section 3 shall survive the termination of this Escrow Agreement.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, Agreement against the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated herebyAgent.
Appears in 1 contract
Duties and Responsibilities of Escrow Agent. (a) The Parties acknowledge a. Trinity, Kennedy and agree Scammell acknowledg▇ ▇▇▇ ▇gree that the Escrow Agent Agent: (i) shall not be responsible for or bound by, and shall not be required any of the agreements referred to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, herein but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, ; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof thereof; and (iiiiv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to indemnify and hold harmless b. Neither the Escrow Agent and nor any of its directors, officers or employees shall be liable to anyone for any action taken or omitted to be taken by the Escrow Agent it or any of the Escrow Agent's its directors, officers or employees hereunder, hereunder except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreementmisconduct.
(c) The Company c. Trinity agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II heretoof, and to reimburse all expenses (including the reasonable fees and expenses of counsel) incurred by, the Escrow Agent in performing its duties and responsibilities hereunder, including the Escrow Agent's reasonable compensation for its reasonable out-of-pocket normal services hereunder in accordance with the fee schedule attached as an exhibit hereto. The Escrow Agent shall be entitled to reimbursement on demand for all expenses (including reasonable counsel fees) incurred in connection with the preparation and review administration of this Escrow Agreement and the performance escrow created hereby which are in excess of its duties and responsibilities compensation for normal services here under, including without limitation, payment of any legal fees incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder.
(d) d. The Escrow Agent may at any time resign as escrow agent Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the PartiesTrinity, Kennedy and Scammell. Prior to the effective date ▇▇▇ ▇▇fecti▇▇ ▇▇▇▇ of the resignation as specified in such notice, each of the Parties Trinity will issue to the Escrow Agent a written instruction authorizing delivery redelivery of the Escrowed Funds Escrow Shares to a substitute bank or trust company that it selects subject to the reasonable consent of Kennedy and Scammell. Such ban▇ ▇▇ ▇▇ust company shall have a principal office in San Francisco, California, shall have capital, surplus and undivided profits in excess of $50,000,000, and shall have agreed to act as Escrow Agent selected by hereunder and upon such additional terms and conditions as it, Trinity, Kennedy and Scammell shall have ▇▇▇▇▇▇, if ▇▇▇, ▇▇▇vided that the Partiesoriginal Escrow Agent shall have no responsibility therefor nor any responsibility for the compensation of such successor Escrow Agent. If, however, Trinity shall fail to name such a successor escrow agent within twenty (20) days after the notice of resignation from the Escrow Agent, then Kennedy and Scammell shall be e▇▇▇▇▇▇▇ to name such successor escrow agent. If no successor Escrow Agent escrow agent is named by either Trinity or Scammell and Kennedy pursuant to the Partiesforegoi▇▇ ▇▇▇▇isions by the effective date of the Escrow Agent's resignation, then the Escrow Agent may apply shall deliver the Escrow Shares to a state or federal court Trinity for the benefit of competent jurisdiction for appointment Trinity, Scammell and/or Kennedy, as provided herein, wh▇▇▇▇▇▇▇ all obligations of a successor Escrow Agent.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall deemed fulfilled, and the Escrow Agent be required to investigate any other matter or arrangement by Agreement shall terminate, provided that the provisions of paragraphs (b) and among (c) of this Section 3 shall survive the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms termination of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its controlAgreement.
(h) e. This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, Agreement against the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated herebyAgent.
Appears in 1 contract
Sources: Escrow Agreement (Trinity Cos Inc)
Duties and Responsibilities of Escrow Agent. Escrow Agent shall deliver the Deposit (for purposes of this Article 23, the "Escrow") to Seller or Buyer promptly after receiving a joint written notice from Seller and Buyer directing the disbursement of the same, such disbursement to be made in accordance with such direction. If Escrow Agent receives written notice from Buyer or Seller that the party giving such notice is entitled to the Escrow, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent's receipt of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a conflict arises, on the fourteenth day after the giving of the notice referred to in clause (i) above, deliver the Escrow to the party claiming the right to receive it. In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions of this Contract, it shall be entitled to take any of the following courses of action:
(a) The Parties acknowledge and agree that Hold the Escrow as provided in this Contract and decline to take any further action until Escrow Agent receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the Escrow, in which case Escrow Agent shall then disburse the Escrow in accordance with such direction;
(ib) In the event of litigation between Buyer and Seller, Escrow Agent may deliver the Escrow to the clerk of any court in which such litigation is pending; or
(c) Escrow Agent may deliver the Escrow to a court of competent jurisdiction and therein commence an action for interpleader, the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation. Escrow Agent shall not be responsible liable for any action taken or bound byomitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Contract and it may rely, and shall not be required to inquire into whether any Party is entitled to receive the Escrowed Funds or any portion thereof pursuant to any other agreement among the Parties, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement, (ii) may rely on and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel and upon any written directions, instructions, notice, instructioncertificate, instrument, statementrequest, request paper or document furnished to it hereunder and other documents believed by it in good faith to be genuine and to have been made, sent, signed or presented by the proper personparty or parties. In no event shall Escrow Agent's liability hereunder exceed the aggregate amount of the Deposit. Escrow Agent shall be under no obligation to take any legal action in connection with the Escrow or this Contract or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and shall have no responsibility for determining the accuracy thereof and (iii) may consult counsel satisfactory to as often as reasonably required by it, and the opinion of such counsel Escrow Agent shall be full furnished with such security and complete authorization indemnity as it finds reasonably satisfactory against all such cost, expense, loss or liability. Notwithstanding any other provision of this Contract, Buyer and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Company hereby agrees to Seller jointly indemnify and hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith on its part and arising out of or in connection with its services under the terms of this Contract, including the cost and expense of defending itself against any claim of liability. Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Buyer, Seller and Escrow Agent. From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and any purposes of this Contract, to evidence compliance with this Contract or to assure itself that it is protected in acting hereunder. Escrow Agent shall serve hereunder without fee for its services as escrow agent, but shall be entitled to reimbursement for expenses incurred hereunder, which expenses shall be paid and borne equally by Buyer and Seller, unless such expenses are associated with litigation between Buyer and Seller, in which event they shall be borne by the party that does not prevail in the litigation. Escrow Agent agrees that it will not seek reimbursement for the services of its employees for any action taken or omitted to be taken by the Escrow Agent or any of the Escrow Agent's employees hereunderpartners, except in the case of gross negligence or willful misconduct in its capacity as escrow agent under this Escrow Agreement. The Parties acknowledge that the indemnity set forth in this Section 3(b) shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.
(c) The Company agrees to pay the Escrow Agent's fees for acting as escrow agent hereunder as set forth on Schedule II hereto, and to reimburse the Escrow Agent but only for its reasonable actual and reasonably incurred out-of-pocket expenses (including reasonable counsel fees) incurred in connection with expenses. Escrow Agent executes this Contract solely for the preparation purpose of consent to, and review agreeing to be bound by the provisions of this Escrow Agreement Article 23, and the performance of its duties and responsibilities hereunder.
(d) The Escrow Agent may at any time resign as escrow agent hereunder by giving thirty (30) days' prior written notice of resignation to each of the Parties. Prior to the effective date of the resignation as specified in such notice, each of the Parties will issue extent applicable to the Escrow Agent a written instruction authorizing delivery of the Escrowed Funds to a substitute Escrow Agent selected by the Parties. If no successor Escrow Agent is named by the Parties, the Escrow Agent may apply to a state or federal court of competent jurisdiction for appointment of a successor Escrow Agent, Article 3.
(e) The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as escrow holder, having only possession thereof.
(f) The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among the Parties.
(g) The Escrow Agent shall not be liable to any Party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure due to causes reasonably beyond its control, or other causes reasonably beyond its control.
(h) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement.
(i) Except as may be required by law, the Escrow Agent will not, and the Escrow Agent will direct its directors, officers, employees, representatives and agents not to, disclose to any person, firm, corporation or entity the existence of this Escrow Agreement or the transactions contemplated hereby.
Appears in 1 contract
Sources: Purchase and Sale Contract (Cali Realty Corp /New/)