Escrow Agent Duties. We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement and no duties, responsibilities or obligations shall be inferred or implied and Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Settlement Funds Escrow Property in accordance with the terms of this Agreement, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described herein, or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, except to the extent specifically set forth in this Agreement, (iii) this Agreement shall constitute the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements in regard thereto, (iv) the Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder, and (v) the Escrow Agent shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification.
Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described herein (including without limitation the Purchase Agreement; provided, that in the event of a conflict between this Agreement and the Purchase Agreement, the Purchase Agreement shall control as between Buyer and Seller), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, and (iii) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Escrow Property hereunder.
Escrow Agent Duties. Each Interested Party acknowledges and agrees that (i) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied, (ii) the Escrow Agent shall not be responsible for any of the agreements referred to or described herein (including without limitation the Purchase Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, and (iii) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Escrow Property hereunder.
Escrow Agent Duties. 2 5 PAYMENT..................................................................3 6 RELEASE EVENTS...........................................................3 7 CONFIDENTIALITY..........................................................4
Escrow Agent Duties. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement, and no other or further duties or responsibilities shall be implied. The Escrow Agent shall not have any liability under, nor duty to inquire into the terms and provisions of any agreement or instructions, other than outlined in this Escrow Agreement.
Escrow Agent Duties. The Company acknowledges and agrees that (i) the Escrow Agent shall provide to the Company, by written notice and on a weekly basis, the amount deposited in the Escrow Account and the investments made in respect to the Escrow Account pursuant to Section 1(b) of this Agreement, (ii) the duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth in this Agreement, each of which is administrative or ministerial (and shall not be construed to be fiduciary) in nature, and no duties, responsibilities or obligations shall be inferred or implied, (iii) the Escrow Agent shall not be responsible for any of the agreements referred to or described herein (including without limitation the Purchase Agreements and any defined term therein not otherwise defined in this Agreement), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, and (iv) the Escrow Agent shall not be required to expend or risk any of its own funds to satisfy payments from the Escrowed Property hereunder.
Escrow Agent Duties. For purposes of this Agreement, the “Escrow Agent” shall be Xxxxxxxxx X. Xxxxxx, Xx. of Xxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000, (000) 000-0000, xxx@xxxxxx.xxx; xxxx@xxxxxx.xxx. The Escrow Agent shall perform its escrow duties pursuant to this paragraph. The Seller and the Buyer acknowledge and agree that the duties of the Escrow Agent are purely ministerial and are limited to the safekeeping of the Deposits made pursuant to this Agreement, including any interest earned thereon, and the disposition of same in accordance with the terms of this Agreement. If all or any part of the Deposits delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit same as required but shall not be liable for the non-payment thereof nor responsible to enforce collection thereof. The Escrow Agent shall not be deemed to have knowledge of any matter unless and until the Escrow Agent receives actual written notice thereof, and the Escrow Agent shall not be charged with constructive notice whatsoever. In the event the Escrow Agent shall be uncertain as to its duties, or shall receive instructions or demands which, in the Escrow Agent's sole opinion, are conflicting or violative of any provision of this Agreement, then the Escrow Agent shall be entitled to refrain from taking any action until the Escrow Agent shall be directed in writing by the Seller and the Buyer (and, at the Escrow Agent's sole discretion, consented to by any third person) or by any final order or judgment of a court of competent jurisdiction, or the Escrow Agent may deposit the subject of escrow with the Clerk of the Circuit Court of the county in which the Property is located, and upon notifying the Seller and the Buyer of such action, all liability on the part of the Escrow Agent shall immediately and fully terminate except to the extent of accounting for any items delivered out of escrow. In the event that Xxxxxx Agent interpleads the escrowed funds, Xxxxxx Agent will pay the filing fees and court costs from the escrowed funds and will recover reasonable attorneys’ fees and court costs from the escrowed funds in accordance with an agreement between Seller and Buyer or as awarded by the court. The Seller and the Buyer agree that the Escrow Agent shall not be liable to any party or person for any reason unless the Escrow Agent willfully, purposefully, and wrongfully breaches the terms of this Agreement in the misdelivery ...
Escrow Agent Duties. 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.
Escrow Agent Duties. The parties agree that Escrow Agent’s duties shall include (a) holding the Purchase Deposit in a bank account of Escrow Agent’s choosing, with all interest earned thereon to inure to the benefit of Escrow Agent as payment for Escrow Agent’s services; (b) disburse any escrowed funds in accordance with the terms and conditions of this Agreement and the above-referenced incorporated documents; and (c) to account for the funds if requested by either party. In the event that either party wishes for Escrow Agent to make a distribution of all or part of the Escrowed Funds, then that party shall so direct Escrow Agent in writing. Upon receipt of such writing Escrow Agent may make a determination as to whether the terms and conditions of this Agreement clearly dictate the requested disbursement in which case Escrow Agent may elect to make the disbursement without further authorization from either party, or, if Escrow Agent, within Escrow Agent’s sole discretion, feels that the disbursement is not clearly dictated by the applicable terms and conditions of this Agreement and the incorporated above-referenced documents, then Escrow Agent may require written authorization for the disbursement of the other party. In such event, if the other party does not provide authorization for the disbursement, or provides a conflicting disbursement order, then Escrow Agent may elect to pay the disputed Escrowed Funds into the registry of the appropriate court and utilize Escrow Agent’s counsel to file an action for interpleader against both parties, which shall require those parties to present themselves before the court and argue for disbursement of the funds. Upon payment into the court registry of the escrowed funds, Escrow Agent shall be released from further liability or duty to the parties hereunder. Escrow Agent’s counsel shall be entitled to recover a reasonable attorney’s fee as approved by the court for filing the required interpleader action. The parties acknowledge and agree that Escrow Agent’s counsel is Xxxxxx Deal, PA, 000 Xxxxxxxxxxxx Xx., Xxxxx 000, Xxxxx Xxxxx Xxxxx, XX 00000, and the parties hereby waive any conflict of interest relating from Escrow Agent’s duties hereunder, or related to the shared or joint ownership of Escrow Agent and Escrow Agent’s counsel, and specifically acknowledge and agree that Escrow Agent’s counsel has and does serve as counsel to Auctioneer, and that Xxxxxx & Deal, PA may represent Seller or Auctioneer with respect to any such interp...
