Concerning the Escrow Agent Sample Clauses


Concerning the Escrow Agent 5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. 5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by Parent from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below. 5.3 Compensation. ...


Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder, it is further agreed by the undersigned that:

Concerning the Escrow Agent. Notwithstanding any provision contained herein to the contrary, the Escrow Agent, including its officers, directors, employees and agents, shall:

Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder, it is further agreed by the parties hereto that:

Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder, it is further agreed by the Company and Placement Agent that:

Concerning the Escrow Agent 4. 关于保管人

Concerning the Escrow Agent. Buyer, on the one hand, and Sellers, on the other, will pay or have an affiliate pay the Escrow Agent upon execution of the Escrow Agreement a $1,500 Acceptance Fee and annual fees of $2,000 if all investments are in money market funds (or $6,000 if otherwise invested in Qualified Investments) for the services to be rendered hereunder and to pay or reimburse the Escrow Agent upon request for all reasonable expenses, disbursements and advances incurred or made by it in connection with carrying out its duties hereunder, including, without limitation, trading commissions and fees and reasonable attorney’s fees and expenses. The Escrow Agent’s annual fee will not be pro-rated for any portion of a year the Escrow Agreement exists. Buyer and Seller will each be responsible for 50% of amounts payable to the Escrow Agent pursuant to this Section 7(a) unless otherwise agreed by Buyer and Seller’s Representative.


Concerning the Escrow Agent. Each party agrees that:

Concerning the Escrow Agent. The obligations of the Escrow Agent under this Agreement are subject to the following terms and conditions:

Concerning the Escrow Agent. To induce the Escrow Agent to act hereunder, it is further agreed by SciClone, Resistys, Avantogen and AOI that: