Common use of Attorneys and Agents Clause in Contracts

Attorneys and Agents. The Escrow Agent shall be entitled to rely on, and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with, the advice of outside counsel; provided that such action or inaction is not inconsistent with the terms of this Escrow Agreement or the obligations of the Escrow Agent hereunder. The Escrow Agent shall be reimbursed to the extent provided under Section 3.1 for any and all reasonable and documented out-of-pocket fees, expenses and other costs actually paid to one such outside counsel. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians and/or nominees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Methode Electronics Inc), Purchase and Sale Agreement (Infrastructure & Energy Alternatives, Inc.)

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Attorneys and Agents. The Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the Escrow Agent shall be entitled to rely on, on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with, with the advice of outside counsel; provided that such action counsel or inaction is not inconsistent with the terms of this Escrow Agreement other professionals retained or the obligations of consulted by the Escrow Agent hereunderAgent. The Escrow Agent shall be reimbursed to the extent provided under as set forth in Section 3.1 for any and all reasonable and documented out-of-pocket compensation (fees, expenses and other costs actually costs) paid and/or reimbursed to one such outside counselcounsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians custodians, and/or nominees.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cafepress Inc.)

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Attorneys and Agents. The Escrow Agent shall be entitled to rely on, on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with, with the advice of outside counsel; provided that such action counsel or inaction is not inconsistent with the terms of this Escrow Agreement other professionals retained or the obligations of consulted by the Escrow Agent hereunderAgent. The Escrow Agent shall be reimbursed to the extent provided under as set forth in Section 3.1 for any and all reasonable and documented out-of-out of pocket fees, expenses and other costs actually paid to one such outside counselcounsel and/or professionals in accordance with, and for the purposes of, this Escrow Agreement. The Escrow Agent may may, subject to the terms of the Escrow Agreement, perform any and all of its duties through its agents, representatives, attorneys, custodians custodian and/or nominees.

Appears in 1 contract

Samples: Escrow Agreement (ConvergEx Holdings, LLC)

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