Duties of Escrow Agent. (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.
Duties of Escrow Agent. (a) Escrow Agent shall not be under any duty to give the Escrow Fund held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.
Duties of Escrow Agent. The Escrow Agent shall not be obligated to accept any notice, make any delivery, or take any other action under this Agreement unless the notice or request or demand for delivery or other action is in writing and given or made by the Managing General Partner or an authorized officer of the Managing General Partner. In no event shall the Escrow Agent be obligated to accept any notice, request, or demand from anyone other than the Managing General Partner.
Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the...
Duties of Escrow Agent. Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent.
Duties of Escrow Agent. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act he may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of the Participant while acting in good faith and in the exercise of his good judgment. The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties or by any other person or entity, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. If the Escrow Agent is uncertain of any actions to be taken or instructions to be followed, he may refuse to act in the absence of an order, judgment or decrees of a court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, he shall not be liable to any of the parties or to any other person or entity, by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. It is understood and agreed that if the Escrow Agent believes a dispute has arisen with respect to the delivery and/or ownership or right of possession of the securities held by him hereunder, the Escrow Agent is authorized and directed to retain in his possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent’s rights and responsibilities as Escrow Agent shall terminate if he ceases to be Secretary of the Company, in which case the successor as Secretary of the Company shall become Escrow ...
Duties of Escrow Agent. The Escrow Agent shall not be obligated to accept any notice, make any delivery, or take any other action under this Agreement unless the notice or request or demand for delivery or other action is in writing and given or made by the party given the right or charged with the obligation under this Agreement to give the notice or to make the request or demand. In no event shall the Escrow Agent be obligated to accept any notice, request, or demand from anyone other than the General Partner or the Dealer-Manager.
Duties of Escrow Agent. In addition to the Duties set forth in Article VIII, the Duties of the Escrow Agent shall include the following:
Duties of Escrow Agent. The Escrow Agent shall have the following general duties: (a) to promptly deliver the Subscription Agreement to MD; (b) to deposit and safely maintain the Escrow Funds in the Account, guarding at all times against the commingling thereof with any funds of MD or its affiliates during the term of this Escrow Agreement; (c) at the direction of MD, to invest the Escrow Funds in investments that are permissible under rule 15c2-4 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including, without limitation (if permissible), time deposits, short-term bank certificates of deposit, short-term governmental obligations and bank money market accounts to be held by Escrow Agent; (d) to prepare and maintain true and complete records with respect to the Escrow Funds, including the name of each subscriber and the portion of the Escrow Funds from time to time attributable to him; and (e) to disburse the Escrow Funds in accordance with the terms of this Escrow Agreement.
Duties of Escrow Agent. It is agreed that the duties of Escrow Agent are only as herein specifically provided, and that Escrow Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for the bad faith, gross negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be obligated to inquire as to the performance of any obligation described in the Agreement. Escrow Agent shall not incur any liability for acting upon any Notice, consent, waiver or document which appears to be signed by Buyer and/or Sellers, not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth of any information therein contained, which Escrow Agent in good faith believes to be genuine and what it purports to be. Buyer and Sellers, jointly and severally, agree to indemnify and hold Escrow Agent harmless from and against any loss, damage, claim or expense, including reasonable attorneys’ fees, resulting from this Escrow Agreement, except for the bad faith, gross negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be bound by any modification to this Escrow Agreement, unless the modification shall be in writing and signed by Buyer and Sellers, and, if the duties of Escrow Agent hereunder are affected, unless Escrow Agent shall have given its prior written consent thereto.
