Rights of Escrow Agent Sample Clauses
Rights of Escrow Agent. (a) If conflicting demands are made or notices serviced upon Escrow Agent with respect to this Agreement, the parties hereto expressly agree that Escrow Agent shall have the absolute right at its election to do any of the following:
(i) withhold and stop all further proceedings in, and performance of this Agreement;
(ii) file a suit in interpleader in order to obtain an order from the court requiring the parties to interplead and litigate in such court their several claims and rights amongst themselves; or
(iii) deliver all Escrowed Materials with seals intact to another location to be selected by Developer subject to TxDOT approval within 30 days after Escrow Agent delivers notice thereof to TxDOT and Developer.
(b) Escrow Agent may act in reliance upon any instruction, instrument, or signature reasonably believed by Escrow Agent to be genuine. Except with respect to a Contrary Instruction that lacks the representation set forth in Section 7(d) of this Agreement, Escrow Agent may assume that any employee of a party to this Agreement who gives any written notice, request or instruction has the authority to do so. Escrow Agent shall not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document. Escrow Agent shall not be responsible for failure to act as a result of causes beyond the reasonable control of Escrow Agent.
(c) Developer and each other Depositor agree to indemnify, defend and hold harmless Escrow Agent from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities (“Liabilities”) incurred by Escrow Agent relating in any way to this Agreement except to the extent such Liabilities are finally determined to have been primarily caused by the gross negligence or willful misconduct of Escrow Agent or its breach of this Agreement. The obligations of the parties set forth in this Section 8(c) shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement.
Rights of Escrow Agent. If conflicting demands are made or notices served upon Escrow Agent with respect to this escrow, the parties hereto expressly agree that Escrow Agent shall have the absolute right at its election to do any of the following:
A. withhold and stop all further proceedings in, and performance of this escrow;
B. file a suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate in such court their several claims and rights amongst themselves;
C. deliver all EPDs with seals intact to another location to be selected by CDOT within 30 days after Escrow Agent delivers notice thereof to CDOT.
Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent:
(a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice;
(b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof;
(c) The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything it may do or refrain from doing in connection herewith. The Issuer and the Securityholders shall not hold the Escrow Agent liable for any loss or injury to them;
(d) Except for failure to comply with the terms of this Agreement, the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and the Issuer and the Securityholders hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise;
(e) Upon the Escrow Agent’s delivery of the Escrowed Shares (or part thereof) in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the E...
Rights of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except those expressly set forth in this Escrow Agreement. The Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of any agreement between the parties. No person, firm or corporation will be recognized by the Escrow Agent as a successor or assignee of either Party until there shall be presented to the Escrow Agent evidence satisfactory to it of such succession or assignment. The Escrow Agent may rely upon any instrument in writing believed in good faith by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. The Escrow Agent shall not be liable or responsible for any act it may do or omit to do in connection with the performance of its duties as Escrow Agent or for any mistake of fact or law or any error or judgment, except for its gross negligence or willful misconduct. The Escrow Agent may consult with counsel and shall be fully protected with respect to any action taken or omitted by it in good faith on advice of counsel. The Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees and regulations of any governmental authority, court, tribunal or arbitrator. If the Escrow Agent complies with such law, order, judgment, decree or regulations, the Escrow Agent shall not be liable to any of the Parties or to any other person even if such law, order, judgment, decree or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a law.
Rights of Escrow Agent. In the event of any dispute as to who is entitled to receive the ▇▇▇▇▇▇▇ Money Deposit and interest earned thereon, the Escrow Agent shall have the right to retain the funds and disburse them in accordance with the final order of a court of competent jurisdiction, or to deposit the ▇▇▇▇▇▇▇ Money Deposit and interest thereon with the court, pending a final decision of the controversy. The parties hereto further agree that the Escrow Agent shall not be liable for failure of the depository.
Rights of Escrow Agent. Escrow Agent may act upon any instrument or other writing or transmission reduced to writing believed by it in good faith to be genuine and to be signed or presented by the proper person. Escrow Agent shall not be liable to any of the parties hereto for any liability or losses sustained by any of them as a result of any action taken or omitted to be taken by it in good faith unless a court of competent jurisdiction determines that Escrow Agent's wilful misconduct or gross negligence was the primary cause of any such loss. Escrow Agent may consult with qualified outside counsel of its choice at all reasonable times, and shall have full and complete authorization and protection for any action taken or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent:
(a) The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to inquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice;
(b) The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof;
Rights of Escrow Agent. (a) In the event any dispute or controversy shall arise regarding this Agreement or the money, the Escrow Agent shall have the right to deposit the money with the clerk of any court of competent jurisdiction in El Paso County, Texas upon commencement of an action in the nature of interpleader or in the course of any court proceedings, and ▇▇▇▇▇▇ Agent shall be entitled to any attorney's fees incurred in such proceeding.
(b) If at any time the Escrow Agent receives a final nonappealable order of a court of competent jurisdiction, or written instructions signed by ▇▇▇▇▇▇ directing delivery of the money, the Escrow Agent shall comply with such order or such instructions. Upon delivery of the money in accordance with the terms of this paragraph or in accordance with the terms of paragraph 4, the Escrow Agent shall thereupon be released and discharged from any and all further obligations arising in connection with this Agreement.
Rights of Escrow Agent. If conflicting demands are made or notices serviced upon the Escrow Agent with respect to this escrow, the parties hereto expressly agree that the Escrow Agent shall have the absolute right at its election to do either or both of the following:
(a) Withhold and stop all further proceedings in, and performance of this escrow; or
(b) File a suit in interpleader and obtain an order from the court requiring the parties to interplead and litigate in such court their several claims and rights among themselves.
Rights of Escrow Agent. A. In the event that the Escrow Agent:
(i) should be uncertain as to its duties arising under this Escrow Agreement; or
(ii) shall receive instructions from the Company as to the monies held in escrow which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement; then Escrow Agent may hold any and all monies in the Escrow Account pending the settlement of any such controversy by final adjudication of a court of competent jurisdiction in a proceeding to which all parties in interest are joined.
B. The Escrow Agent may at any time upon at least five business days' prior written notice to the Company, resign as Escrow Agent hereunder, whereupon it shall remit the proceeds in the Escrow Account to or as directed by the Company.