Concerning the Escrow Agent Clause Samples
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Concerning the Escrow Agent. 4.1. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:
(a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.
(b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other reasonable costs and expenses of defending itself against any claim or liability under this Agreemen...
Concerning the Escrow Agent. 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.
6.2. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner, and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the safekeeping of such certificates, monies, instruments, or other document received by it as such escrow holder, and for the disposition of the same in accordance with the written instruments accepted by it in the escrow.
6.3. Pledgee and the Pledgor hereby agree, to defend and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits, or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including attorneys' fees and costs of defending any action, suit, or proceeding or resisting any claim (and any costs incurred by the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification of attorneys' fees and court costs regarding any suit, proceeding or otherwise, or any other expenses, fees, or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between the makers of this escrow as to the correct interpretation of this Agreement and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold said property until and unless said additional expenses, fees, and charges shall be fully paid. Any fees and costs charged by the Escrow Agent f...
Concerning the Escrow Agent. 4.1. The Escrow Agent is not a party to, and is not bound by or charged with notice of, any agreement out of which this escrow may arise. The Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other Party, or for the identity or authority of any person executing any such notice. The Escrow Agent will have no duties or responsibilities other than those expressly set forth in this Agreement. The Escrow Agent will be under no liability to anyone by reason of any failure on the part of any Party (other than the Escrow Agent) or any maker, endorser, or other signatory of any document to perform such person’s or entity’s obligations hereunder or under any such document. Except for the existing stock transfer agent agreement between the Lender and ClearTrust, LLC, along with this Agreement and instructions to the Escrow Agent pursuant to the terms of this Agreement, the Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.
Concerning the Escrow Agent. (a) The Escrow Agent and the Issuer acknowledge and agree that the Escrowed Funds shall be held by the Escrow Agent for and on behalf of the Issuer, and that the Escrow Agent is acting exclusively as the agent, custodian and bailee of the Issuer, and not of any other party; provided, however, the Initial Purchasers and the Trustee are each third party beneficiaries of this Escrow Agreement with full rights of enforcement.
(b) The Escrow Agent shall exercise the same degree of care toward the Escrowed Funds as it exercises toward its own similar property.
(c) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through its agents or attorneys. The Escrow Agent shall have the right, but not the obligation to consult with counsel and/or other such professionals of the Escrow Agent’s choice and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of such counsel or other such professionals. The Escrow Agent shall be entitled to reimbursement for any and all compensation (fees, expenses, and other costs) paid to such counsel and/or professional.
(d) Nothing in this Escrow Agreement shall be deemed to impose upon the Escrow Agent any duty to qualify to do business or to act as agent or otherwise in any jurisdiction other than the State of New York.
(e) The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the Issuer at the address set forth herein or at such other address as the Issuer shall provide, at least 30 days prior to the date specified for such resignation to take effect. Upon the effective date of such resignation, all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to a successor Escrow Agent appointed by the Issuer with the consent of the Initial Purchasers. If no successor Escrow Agent is appointed, the Escrow Agent may apply to a court of competent jurisdiction for such appointment. The successor Escrow Agent is not required to be the same entity as the Trustee under the Indenture.
(f) In the event that any Escrowed Funds shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escr...
Concerning the Escrow Agent. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:
Concerning the Escrow Agent. The following provisions will govern the Escrow Agent's rights, powers, obligations and duties under this Escrow Agreement, notwithstanding anything herein to the contrary:
(a) the Escrow Agent undertakes to perform such duties, and only such duties, as are expressly set forth in this Escrow Agreement. No implied duties, obligations or covenants will be read into this Escrow Agreement;
(b) the Escrow Agent shall not be liable for any act, omission, default or misconduct of Party A, Party B or any other person and shall not be liable for monitoring the performance of any such person, and may assume each such person's performance of its respective obligations hereunder and under the documents related hereto absent written notice received by a Responsible Officer of the Escrow Agent to the contrary. "Responsible Officer" means any officer within ▇▇▇▇▇ Fargo Bank's corporate trust office with direct responsibility for the administration of this Escrow Agreement or to whom any matter contemplated by this Escrow Agreement is referred because of his or her knowledge of or familiarity with a particular subject;
Concerning the Escrow Agent. The parties understand and agree as follows:
(a) The Escrow Agent is not a trustee for any party for any purpose, and is merely acting as a depository and in a ministerial capacity hereunder with the limited duties herein prescribed.
Concerning the Escrow Agent. The fee of the Escrow Agent hereunder is as set forth on Schedule I attached hereto, which fee shall be nonrefundable and paid in advance by the Company. The Company also agrees to pay on demand the costs and expenses of the Escrow Agent, including the reasonable fees and expenses of counsel selected by the Escrow Agent, other than the costs and expenses reimbursed pursuant to Section 4, incurred in connection with its duties hereunder.
Concerning the Escrow Agent. The Trust and ICM acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for the performance of such duties as are specifically set forth in this Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve expense or liability unless it shall have been furnished with indemnity 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 satisfactory to it, including house counsel, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
Concerning the Escrow Agent a. Under no circumstances shall the Escrow Agent be liable to the California Parties for any act it may take in its capacity as Escrow Agent, or for the failure to take any action, or for any damage, loss or expenses suffered or incurred resulting therefrom or in acting hereunder, except only for acts of gross negligence or willful misconduct.
b. The Escrow Agent may consult with counsel of its choice and may rely in good faith on advice of such counsel.
c. The California Parties each shall indemnify and hold the Escrow Agent harmless in respect of any and all losses, costs, expenses, liabilities, judgments, assessments, penalties, damages, deficiencies, suits, actions, proceedings or demands, and attorneys fees and expenses incident thereto resulting from any action or refusal to act by the Escrow Agent in accordance with the instructions of any of the California Parties. The Escrow Agent shall promptly notify the California Parties of any asserted liability for which the Escrow Agent would be entitled to indemnification by the California Parties, and the California Parties and their legal representatives shall have, at the election of the California Parties, a right to compromise or defend any such matter involving asserted liability, through counsel of their own choosing, at their expense; provided, however, that the California Parties shall indemnify the Escrow Agent, its officers, employees and agents, against any damage resulting from the failure to pay any claims on all such litigation pending. In the event any of the California Parties undertakes to compromise or defend any such liability, the California Parties shall notify the Escrow Agent in writing promptly of their intention to do so, and the Escrow Agent shall cooperate with the California Parties and their counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the California Parties.
d. The Escrow Agent may resign from its duties and obligations hereunder by giving at least 30 days advance notice in writing of when such resignation shall take effect. Upon any resignation or discharge of the Escrow Agent, the Texas Parties and California Parties shall jointly designate a new