Escrow Agent's Authority Clause Samples

Escrow Agent's Authority. Indemnification. 4.01 The Escrow Agent may: act in reliance upon any writing, notice, certificate, instruction, instrument or signature which it, in good faith, believes to be genuine; assume the validity and accuracy of any statement or assertion contained in such a writing, notice, certificate, instruction or instrument; and assume that any person purporting to give any such writing, notice, certificate, instruction or instrument in connection with the provisions hereof has been duly authorized to do so. Except as expressly provided otherwise in this Agreement, the Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form of, the manner of execution of, or the validity, accuracy or authenticity of any writing, notice, certificate, instruction or instrument deposited with it, nor as to the identity, authority or right of any person executing the same. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either Party. The Escrow Agent's duties hereunder (including, without limitation, its duties as to the safekeeping, investment and disbursement of moneys in the Equipment Acquisition Fund) shall be limited to those specifically provided herein. 4.02 Lessee, to the extent permitted by law, and Lessor jointly and severally shall indemnify defend and save harmless the Escrow Agent from any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and expenses of in house or outside counsel) ("Losses") arising out of or in connection with (i) its execution and performance of this Agreement, except to the extent and that such Losses are due to the gross negligence or willful misconduct of the Escrow Agent. The provisions of this Section 4.02 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent for any reason. The indemnifications set forth herein are intended to and shall include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has bee...

Escrow Agent's Authority. The Escrow Agent is authorized to: 1. Pay, and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 2.02 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close Escrow. 2. Disburse funds and deliver the Agency Grant Deed (Attachment No. 5) and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. 3. Record any instruments delivered through this Escrow, if necessary or proper, to vest title of the Site in the Developer, all in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for conveyance established in Section 2.03 of this Agreement because of a failure of either party to perform any of the Conditions Precedent to the Conveyance or because either party has committed some other default which is not cured in time for the close of Escrow, the Escrow Agent shall cancel and not close Escrow, and return without demand all papers, documents and money deposited in Escrow to the party who deposited said papers, documents and money into Escrow. In the event Escrow is canceled pursuant to this paragraph, the rights of the parties shall be established by Section 6.07 of this Agreement. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At time of any amendment, the Escrow Agent shall agree to carry its duties as the Escrow Agent under such, amendment. All communications from the Escrow Agent to the Agency Developer shall be directed to the addresses and in the manner established in Section 5.01 of this Agreement for notices, and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement limited to performance of the obligations imposed upon it under Sections 2.02 throug...

Escrow Agent's Authority. Section 4.1. 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 with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 4.2. If the Borrower or the Lender shall be in disagreement about the interpretation of the Loan or this Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Section 4.3. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its negligence or misconduct.

Escrow Agent's Authority. The Escrow Agent may act upon any instrument or other writing believed by it in good faith to be genuine and executed by or on behalf of the proper Person, and the Escrow Agent shall not be liable in connection with the performance by it in good faith of its duties pursuant to the provisions of this Agreement, except for its own willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice and be fully protected in acting or refraining to act in good faith in accordance with the opinion of such counsel.