Buyer and. Seller acknowledge and agree that neither of them shall cause this Agreement, or any memorandum thereof, to be recorded.
Buyer and. Stockholders shall each pay to the Escrow ------------ Agent one-half the fee determined by the Escrow Agent, from time to time, to be applicable to this escrow and bear all costs and expenses incurred by the Escrow Agent in connection therewith. The Escrow Agent's fees, as in effect on the date hereof, are attached hereto as Schedule A. ----------
Buyer and. [Holder] hereby severally agree to indemnify Escrow Agent for, and hold it harmless against, any and all claims, suits, actions, proceedings, investigations, judgments, deficiencies, damages, settlements, liabilities and expenses (including reasonable legal fees and expenses of attorneys chosen by Escrow Agent) as and when incurred, arising out of or based upon any act, omission, alleged act or alleged omission by Escrow Agent or any other cause, in any case in connection with the acceptance of, or performance or non-performance by Escrow Agent of, any of Escrow Agent’s duties under this Escrow Agreement, except as a result of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement. The parties shall severally allocate the responsibility for the indemnity obligations contained in this Section 7.4 in the same manner as the responsibility for fees and expenses are allocated in Section 7.3. The foregoing indemnity shall survive the termination of this Escrow Agreement. Except in cases of Escrow Agent’s willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement, Escrow Agent shall be fully protected by acting in reliance upon any certificate, statement, request, notice, advice, direction or other agreement or instrument or signature believed by Escrow Agent to be genuine, by assuming that any Person (as defined in Section 16.4) purporting to give Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Escrow Agreement or Escrow Agent’s duties hereunder, has been duly authorized to do so, or by acting or failing to act in good faith on the advice of any counsel retained by Escrow Agent. Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its willful misconduct, gross negligence, bad faith or willful breach of this Escrow Agreement.
Buyer and. Paying Agent acknowledge and agree that Custodian (i) shall be obligated only for the performance of such duties as are specifically set forth in this Custodian Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with indemnification reasonably acceptable to it ; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iv) may consult counsel
Buyer and. Sellers acknowledge that Xxxxxx Xxxxx Company is subject to pending California Proposition 8 property tax appeals that relate to property tax for the years 2006, 2007, 2008, 2009, 2010, 2011 and 2012 and further acknowledge that the resolution of the issues pursuant to such property tax appeals could give rise to property tax refunds or to additional tax payments. Buyer and Sellers agree that any such property tax refunds or tax payments related to any Pre-Closing Date Taxable Period are the sole entitlement or obligation of the Sellers to the extent of Sellers’ ownership percentage in the Xxxxxx Xxxxx Company as of the Closing Date. To the extent that the resolution of an issue results in a property tax refund or a tax payment, Buyer and Sellers will settle the amount within thirty (30) days of the date of the issuance of the refund check, or within thirty (30) days of the date the tax payment becomes due.
Buyer and. Sellers together may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect. In the event of such termination, Buyer and Sellers shall before the date of such termination jointly appoint a successor Escrow Agent, and the Escrow Agent shall deliver the remaining Escrow Funds to such successor Escrow Agent.