Escrow Representative Clause Samples
Escrow Representative. (a) Communications Investors LLC is hereby designated by the Company and its stockholders to serve as the agent of such stockholders, as the initial Escrow Representative hereunder with respect to the matters set forth in this Article VII and by its signature below it hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein and in the Escrow Agreement. Effective only upon the Effective Time, the Escrow Representative (including any successor or successors thereto) shall 49 act as the representative of the Company Stockholders, and shall be authorized to act on behalf of the Company Stockholders and to take any and all actions required or permitted to be taken by the Escrow Representative under this Article VII with respect to any claims made by any Parent Indemnitee for indemnification pursuant to this Article VII (including, without limitation, the exercise of the power to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any claims for indemnification). The Escrow Representative shall be the only party entitled to assert the rights of the Company Stockholders hereunder and the Escrow Representative shall perform all of the obligations (other than payment) of the Company Stockholders under this Article VII. Any Person shall be entitled to rely on all statements, representations and decisions of the Escrow Representative.
(b) The Company Stockholders shall be bound by all actions taken by the Escrow Representative in his, her or its capacity as such. The Escrow Representative shall promptly, and in any event within ten (10) Business Days, provide written notice to the Company’s stockholders of any action taken on behalf of them by the Escrow Representative pursuant to the authority delegated to the Escrow Representative under this Article VII. Neither the Escrow Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement, except in the case of its gross negligence or willful misconduct. The Escrow Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement.
(c) The Escrow Representative shall not be authorized to incur any expense, hire any consultant, advisor or leg...
Escrow Representative. Communications Investors LLC is hereby designated by Parent, the Company Stockholders and the Sponsors serve as the agent of such the Company Stockholders and the Sponsors, as the initial Escrow Representative hereunder and by its signature below it hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth in this Escrow Agreement. The Escrow Representative (including any successor or successors thereto) shall act as the representative of the Company Stockholders and the Sponsors, and shall be authorized to act on behalf of the Company Stockholders and the Sponsors and to take any and all actions required or permitted to be taken by the Escrow Representative under this Escrow Agreement. Any party to this Escrow Agreement shall be entitled to rely on all statements, representations and decisions of the Escrow Representative.
Escrow Representative. On the Closing Date, Buyer, the Representative and the Escrow Agent shall execute and deliver an Escrow Agreement substantially in the form of Annex B attached hereto (the "Escrow Agreement") in order to, among other things, to secure the indemnification obligations of Shareholders and to provide the Shareholders with security (i) for the payment by Buyer of the Promissory Notes issued herein and (ii) for Buyer's obligations under Section 2.06 to make the Anniversary Date Payment, as adjusted in accordance with Section 2.
Escrow Representative