Rights of the Escrow Agent Clause Samples

Rights of the Escrow Agent. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports, to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement.
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Rights of the Escrow Agent. 5.1 The Escrow Agent shall have no duties or responsibilities except those expressly set forth herein and shall not be subject to, nor obliged to recognize, monitor or enforce the terms of any other agreement between, or direction or instruction of, Purchaser or Seller, even though reference thereto may be made herein; provided, however, that these escrow instructions may be amended at any time or times by an instrument in writing signed by the parties hereto. 5.2 The Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any of the undersigned or by any other person, firm or corporation, except only such notices or instructions as are hereinabove provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished, or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is so advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. 5.3 The Escrow Agent may rely upon any instrument in writing believed in good faith by it to be genuine and sufficient and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. 5.4 The Escrow Agent shall not be personally liable for any act taken or omitted hereunder except for its gross negligence, bad faith or willful misconduct. 5.5 Purchaser, Lori and Seller (the "Indemnifying Parties") hereby agree t▇ ▇▇ jointly and severally liable for, and indemnify the Escrow Agent and hold it harmless against any loss, liability, cost and expense (including reasonable attorneys' fees) which may be imposed upon or incurred by the Escrow Agent hereunder, except through the Escrow Agent's own gross negligence, bad faith or w...
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Rights of the Escrow Agent. (a) The Escrow Agent shall have no duties or responsibilities except those expressly set forth herein and no other or further duties or responsibilities shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. (b) The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction 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. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it hereunder. (c) No person, firm or corporation will be recognized by the Escrow Agent as a successor or assignee of the Buyer or the Parent until there shall be presented to the Escrow Agent evidence satisfactory to it of such succession or assignment. Any corporation into which the Escrow Agent in its individual capacity may be merged or Table of Contents converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. (d) The Buyer and the Parent shall each execute and deliver to the Escrow Agent a certificate of incumbency substantially in the form of Exhibit A hereto for the purpose of establishing the identity of the persons authorized to give instructions, certificates and notices hereunder and otherwise to act on behalf of such party, which certificates shall contain specimens of such persons’ signatures. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction 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. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. In the event of any change in the identity of such representatives, a new certificate of incumbency shall be executed and delivered to the Escrow Agent ...
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Rights of the Escrow Agent. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be required to take any action which, in the Escrow Agent's sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports, to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement.
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Rights of the Escrow Agent. (a) Reliance, etc. The Escrow Agent will be entitled to: (i) rely upon any Judicial Process, certification, demand, notice, deed, agreement, instrument, security or other writing (individually, a “Document” and, collectively, the “ Documents”) delivered to it under or relating to this Agreement without being required to determine the: (A) authenticity of any Document (whether the Document purports to be an original or a copy); (B) due authorization, execution or delivery of any Document; (C) correctness of any fact stated in any Document; or (D) propriety or validity of the service of any Document; (ii) rely upon any signature believed by the Escrow Agent to be genuine; (iii) assume that the entity purporting to give any receipt, advice or instructions or make any statement or execute any document in connection with the provisions of this Agreement has been duly authorized to do so; (iv) seek advice and directions from a court; (v) commence or defend any action or proceeding for the determination of any Claims, including an application or motion in interpleader; (vi) retain, at the sole expense of the Company and VST, any independent counsel or other expert, but will not be bound to act upon the advice of such counsel or expert and, except as expressly provided in Section 5.2(a)(i) hereof, will not be held responsible for any losses occasioned for not so acting; and (vii) employ such assistance as the Escrow Agent may, in its sole discretion, determine to be necessary or advisable to properly discharge its duties under this Agreement and pay, for the account of the Company and VST, the fees, disbursements and other costs required for such assistance, including legal or other services referred to in (vi) above.
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Rights of the Escrow Agent. The 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. The 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 the Escrow Agent's willful misconduct or gross negligence was the primary cause of any such loss. The 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.
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Rights of the Escrow Agent. The 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. The Escrow Agent shall not be liable to MSO for any liability or losses sustained by it as a result of any action taken or omitted to be taken by Escrow Agent in good faith unless a court of competent jurisdiction determines that the Escrow Agent's willful misconduct or gross negligence was the primary cause of any such loss. The Escrow Agent 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 its counsel.
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Related to Rights of the Escrow Agent

  • Duties of the Escrow Agent The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto with respect to the subject matter hereof, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • TERMS OF THE ESCROW 1.1. The parties hereby agree to establish an escrow account with the Escrow Agent whereby the Escrow Agent shall hold the funds for the purchase of the Convertible Debentures and the Warrants at the first Closing and for the purchase of the Convertible Debentures at the second Closing as contemplated by the Purchase Agreement. (a) At the first Closing, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, together with executed counterparts of this Agreement, the Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. (b) Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Green, P.C. Master Escrow Account Chase Manhattan Bank ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA No. ▇▇▇▇▇▇▇▇▇ Account No. ▇▇▇-▇-▇▇▇▇▇▇ Attention: L. Borneo 1.3. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures and the Warrants to be issued to each Investor at the first Closing together with: (i) the original executed Registration Rights Agreement in the form of Exhibit C to the Purchase Agreement; (ii) Instructions to Transfer Agent in the form of Exhibit F to the Purchase Agreement; (iii) the original executed opinion of Law Offices of ▇▇▇ ▇▇▇▇▇▇▇, in the form of Exhibit E to the Purchase Agreement; (iv) an original counterpart of this Escrow Agreement; and (v) A Warrant to purchase 50,000 shares of Common Stock at $1.00 per share registered to First Atlanta Securities LLC. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.4. At the Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures and the Warrants by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall enter the Exercise Price and Commencement Date and Termination Date of each Warrant on the face of each Warrant, insert the first Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures and the Warrants per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures, the Warrants, the Registration Rights Agreement and the opinion of counsel delivered as per instructions from the Investors, to deliver the First Atlanta Warrant to First Atlanta, and to deliver the Instructions to Transfer Agent to the Transfer Agent. 1.5. At the second Closing as to AMRO International, upon Escrow Agent's receipt of the Purchase Price for the Closing into its attorney trustee account from the Investors, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its account. 1.6. The Company, upon receipt of said notice, shall deliver to the Escrow Agent the certificates representing the Convertible Debentures to be issued to each Investor at the second Closing. In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the Purchase Price, then each Investor shall have the right to demand the return of said sum. 1.7. At the second Closing, once Escrow Agent confirms the validity of the issuance of the Convertible Debentures by means of its receipt of a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Investor, it shall the second Closing Date on the face of the certificates representing the Convertible Debentures, and then wire that amount of funds necessary to purchase the Convertible Debentures per the written instructions of the Company net of ten percent (10%) of the Purchase Price as directed by First Atlanta Securities LLC as payment of their transaction fee. Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Convertible Debentures delivered as per instructions from the Investors.

  • Appointment of the Escrow Agent Purchaser and Seller hereby appoint the Escrow Agent to serve as escrow agent hereunder and to hold the Escrow Fund (as defined herein) in accordance with the terms, conditions and provisions of this Agreement. The Escrow Agent hereby accepts such appointment and agrees to perform all duties which are expressly set forth in this Agreement and to hold, invest, disburse and apply the Escrow Fund (as defined below) in accordance with the terms and conditions of this Agreement.

  • Disbursement of the Escrow Securities 3.1 The Escrow Agent shall hold the Insider Shares during the period (the “Insider Shares Escrow Period”) commencing on the date hereof and (i) for 50% of the Insider Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Insider Shares, ending six months after the date of the consummation of a Business Combination. The Insider Shares shall be released upon notice to the Escrow Agent by any Initial Securityholder or the Company that the foregoing requirements have been met. The Company shall promptly provide written notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Insider Shares Escrow Period, the Escrow Agent shall disburse such amount of each Initial Securityholder’s Insider Shares to such Initial Securityholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Insider Shares Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Insider Shares; provided further, however, that if, subsequent to the Company’s Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a written notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Insider Shares to the Initial Securityholders. The Escrow Agent shall have no further duties hereunder after the disbursement or cancellation of the Insider Shares in accordance with this Section 3. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Securityholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Insider Shares held by each such holder determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the numerator of which is the number of Insider Shares held by each such holder, and (y) the denominator of which is the total number of Insider Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide written notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof. The Initial Securityholders hereby irrevocably constitute and appoint Escrow Agent to transfer the said Insider Shares on the books of the Company with full power of substitution in the premises.