Common use of Duties in General Clause in Contracts

Duties in General. (1) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein or required by applicable law, which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (2) If the Escrow Agent becomes involved in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Escrow Deposit with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Escrow Deposit. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (3) If the Escrow Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead such parties in any state or federal court located in the State of New York (or if such court does not have jurisdiction, any other court of competent jurisdiction), to deposit the Escrow Deposit with the clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Agreement, and upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any claims or demands hereunder.

Duties in General. (1) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein or (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (2) If the Escrow Agent becomes involved involve in litigation with respect to this Agreement for any reason, it is hereby authorized to deposit the Indemnification Escrow Deposit with the clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk of such court the Indemnification Escrow Deposit. Upon the happening of either of the above, the Escrow Agent shall be fully relieved and discharged of any further duties hereunder. (3) If the Escrow Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead such parties in any state or federal court located in the State of New York (or if such court does not have jurisdiction, any other court of competent jurisdiction), to deposit the Indemnification Escrow Deposit with the clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Agreement, and upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any claims or demands hereunder.

Duties in General. (1i) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein or (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. (2ii) If the Escrow Agent becomes involved in litigation with respect to this Escrow Agreement for any reason, it is hereby authorized to deposit the Escrow Deposit Shares with the clerk Clerk of such court in which such litigation is pending, or to interplead all interested parties in any court of competent jurisdiction and to deposit with the clerk Clerk of such court the Escrow DepositShares. Upon the happening of either of the above, the Escrow Agent shall be stand fully relieved and discharged of any further duties hereunder. (3iii) If the Escrow Agent should at any time be confronted with inconsistent claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead such parties in any state or federal court located in the State of New York (or if such court does not have jurisdiction, any other court of competent jurisdiction), to deposit the Escrow Deposit Shares with the clerk Clerk of such court, and to request that such court determine the respective rights of the parties with respect to this Escrow Agreement, and upon doing so, the Escrow Agent automatically shall be released from any obligations or liability as a consequence of any claims or demands hereunder.consequence