Refrain from Action. The Escrow Agent shall be entitled to ------------------- refrain from taking any action contemplated by this Escrow Agreement in the event it becomes aware of any dispute between Opal, the Holders and Parent as to any material facts or as to the happening of any event precedent to such action.
Refrain from Action. If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall have received instructions, claims or demands from any of the other parties hereto which, in its opinion, are in conflict with any of the provisions of this Agreement or with instructions given by another party, it shall be entitled to refrain from taking any action other than to keep all property held by it in the Escrow Account until it shall be directed otherwise in writing by all of the other parties hereto or by a final judgment by a court of competent jurisdiction;
Refrain from Action. The Escrow Agent shall be entitled to refrain from taking any action contemplated by this Agreement in the event it becomes aware of any dispute between the Shareholder and Talarian as to any material facts or as to the happening of any event precedent to such action.
Refrain from Action. The Escrow Agent shall be entitled to refrain from taking any legal or other action contemplated by this Escrow Agreement in the event it becomes aware of any dispute between INT'X.xxx, the Holders and Parent as to any material facts or as to the happening of any event precedent to such action and the Escrow Agent shall be entitled to refrain from taking any action that might in its judgement involve or cause it to incur any expense or liability unless it shall first have been furnished with acceptable indemnification.
Refrain from Action. The Custodian shall be entitled to ------------------- refrain from taking any action contemplated by this Escrow Agreement in the event it becomes aware of any dispute between Excell, the Holders and Cambridge as to any material facts or as to the happening of any event precedent to such action.
Refrain from Action. In relation to any discretion to be exercised or action, step or proceeding to be taken by the Trustee under this Trust Deed, the Notes or the Agency Agreement, the Trustee may, at its discretion and without further notice, or shall, if it has been so directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of Notes then outstanding (where relevant), exercise such discretion or take such action, step or proceeding, provided that, in either case, the Trustee shall not be obliged to exercise such discretion or take such action, step or proceeding unless it shall have been indemnified and/or secured and/or prefunded to its satisfaction and provided that the Trustee shall not be held liable for the consequences of exercising or not exercising its discretion or taking or not taking any such action, step or proceeding and may do so without having regard to the effect of such action, step or proceeding on individual Noteholders.
Refrain from Action. The Custodian shall be entitled to refrain from taking any action contemplated by this Escrow Agreement in the event it becomes aware of any dispute between DA, the Holders and Delano as to any material facts or as to the happening of any event precedent to such action.
Refrain from Action. The Escrow Agent will be entitled to refrain from taking any action contemplated by this General Escrow Agreement in the event it becomes aware of any dispute between the Shareholders’ Representative and Parent and will be fully protected and will not be liable in any way to Parent, the Shareholders’ Representative, any holder of Company Shares or any other person or entity for failure or refusal to take such action. In the event the Escrow Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request, or other communication, paper, or document received by the Escrow Agent hereunder, the Escrow Agent, may, in its sole discretion, refrain from taking any action, and will be fully protected and will not be liable in any way to Parent, the Shareholders’ Representative, or any holder of Company Shares or other person or entity for refraining from taking such action, unless the Escrow Agent receives written instructions signed by Parent and the Shareholders’ Representative that eliminate such ambiguity or uncertainty to the satisfaction of the Escrow Agent. Notwithstanding anything in this General Escrow Agreement to the contrary, if at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Agent or the Escrowed Property (including without limitation orders of attachment or garnishment or levies or injunctions), the Escrow Agent is authorized to comply therewith in a manner consistent with the terms thereof, and shall be fully protected in doing so even if such order, judgment, decree, writ or process may be subsequently amended, modified, vacated or otherwise determined to be invalid or without legal force or effect.
Refrain from Action. Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent may refrain from doing anything (a) which in its opinion will or may be contrary to any relevant law, directive or regulation of any jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; and (b) until it has received any indemnification and/or security (including by way of prefunding) that it may in its discretion require (which may be greater in extent than that contained in the Debt Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur.
Refrain from Action. Unless restricted or prohibited under applicable law, rule, order or the relevant Underlying Documents, the Seller will not take or refrain from taking any action with respect to the Collateral except as directed by the Buyer.
