Common use of Escrow Agent Matters Clause in Contracts

Escrow Agent Matters. (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instructions or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Escrow Agent shall not be liable for any action taken by it in good faith and without gross negligence, and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (c) Buyer and Sellers hereby agree to indemnify the Escrow Agent for, and to hold the Escrow Agent harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Escrow Agent, arising out of or in connection with the Escrow Agent’s entering into this Agreement and carrying out the Escrow Agent’s duties hereunder, including costs and expenses of successfully defending the Escrow Agent against any claim of liability with respect thereto. One-half of any payment made pursuant to this Section 5(c) shall be made by Buyer, and one-half shall be made by Sellers. Should any controversy arise between or among Sellers, Buyer and the Escrow Agent with respect to (i) this Agreement or (ii) any rights to payment, application or delivery of the Escrow Fund, or any part thereof, and a substitute escrow agent is not appointed subject to clause (d) below, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate proceeding to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigation. (d) The Escrow Agent may resign hereunder (i) at any time with the consent of the parties hereto, and the appointment of a substitute escrow agent by Buyer and Sellers, or (ii) upon thirty (30) days’ written notice to the parties hereto, whereupon Buyer and Sellers shall appoint a successor escrow agent.

Escrow Agent Matters. (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instructions or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Escrow Agent shall not be liable for any action taken by it in good faith and without gross negligence, and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (c) Buyer and Sellers Seller hereby agree to indemnify the Escrow Agent for, and to hold the Escrow Agent harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Escrow Agent, arising out of or in connection with the Escrow Agent’s entering into this Agreement and carrying out the Escrow Agent’s duties hereunder, including costs and expenses of successfully defending the Escrow Agent against any claim of liability with respect thereto. One-half of any payment made pursuant to this Section 5(c) shall be made by Buyer, and one-half shall be made by SellersSeller. Should any controversy arise between or among SellersSeller, Buyer and the Escrow Agent with respect to (i) this Agreement or (ii) any rights to payment, application or delivery of the Escrow Fund, or any part thereof, and a substitute escrow agent is not appointed subject to clause (d) below, the Escrow Agent shall have the right to institute a ▇▇▇▇ of interpleader or any other appropriate proceeding in the Bankruptcy Court to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other proceeding be instituted, or should the Escrow Agent be involved in any manner whatsoever on account of this Agreement, the non-prevailing party or parties shall pay the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigation. (d) The Escrow Agent may resign hereunder (i) at any time with the consent of the parties hereto, and the appointment of a substitute escrow agent by Buyer and SellersCompany, or (ii) upon thirty (30) days’ written notice to the parties hereto, whereupon Buyer and Sellers Company shall appoint a successor escrow agent, or (iii) upon appointment by the Bankruptcy Court of a substitute escrow agent and acceptance by the substitute escrow agent.

Escrow Agent Matters. (a) 5.1. In acting pursuant to this Agreement, the Escrow Agent shall be fully protected in every reasonable exercise of its discretion and shall have no obligation hereunder either to the parties hereto or to any other party, except as expressly set forth herein. 5.2. DCX shall be responsible for payment of all reasonable fees and expenses of the Escrow Agent incurred by it in the course of performing hereunder. The escrow fees shall be $1,500 per year, payable when the Escrow Agreement is signed by the Escrow Agent. 5.3. The parties hereto agree to provide the Escrow Agent all information necessary to facilitate the administration of this Escrow Agreement and the Escrow Agent may rely upon any such information provided. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or gross negligence and shall be protected it shall, accordingly, not incur any such liability with respect to (a) any action taken or omitted in acting good faith upon advice of its counsel or refraining from acting counsel for DCX given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Escrow Agreement, and (b) any action taken or omitted in reliance upon any instrument, including the written noticeadvice provided for herein, instructions or request furnished not only as to it hereunder the execution, validity and believed by it 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 and presented by a proper person or persons, and to be in compliance with the proper party or partiesprovisions of this Escrow Agreement. (b) 5.4. The Escrow Agent shall not be liable for any action taken by it in good faith and without gross negligence, and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (c) Buyer and Sellers parties hereby agree to indemnify the Escrow Agent for, and to hold the Escrow Agent harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Escrow Agent, arising out of or in connection with the Escrow Agent’s entering into this Agreement and carrying out the Escrow Agent’s duties hereunder, including costs and expenses of successfully defending the Escrow Agent against any claim and all losses, claims, damages, liabilities and expenses, including reasonable costs of liability with respect thereto. One-half of any payment made pursuant to this Section 5(c) shall investigation and counsel fees and disbursements, which may be made by Buyer, and one-half shall be made by Sellers. Should any controversy arise between or among Sellers, Buyer and imposed on the Escrow Agent with respect to (i) this Agreement or (ii) any rights to payment, application or delivery of the Escrow Fund, or any part thereof, and a substitute escrow agent is not appointed subject to clause (d) below, incurred by the Escrow Agent shall have in connection with its acceptance of appointment as Escrow Agent hereunder or the right performance of its duties hereunder, including any litigation arising from this Escrow Agreement or involving the subject matter hereof. 5.5. The Escrow Agent agrees to institute a ▇▇▇▇ act as depository and Escrow Agent during the term of interpleader or any other appropriate proceeding to determine the rights of the parties. Should a ▇▇▇▇ of interpleader or other proceeding be institutedthis Escrow Agreement, or should and that thereafter the Escrow Agent be involved in any manner whatsoever on account of this Agreement, will deliver the non-prevailing party or parties shall pay certificates representing the Escrow Agent its reasonable attorney fees and any other disbursements, expenses, losses, costs or cash damages in connection with or resulting from such litigation. (d) The Escrow Agent may resign hereunder (i) at any time with the consent of the parties hereto, and the appointment of a substitute escrow agent by Buyer and Sellers, or (ii) upon thirty (30) days’ written notice securities to the respective parties hereto, whereupon Buyer and Sellers shall appoint a successor escrow agentas provided in this Escrow Agreement.