Common use of Obligations and Liabilities of the Escrow Holder Clause in Contracts

Obligations and Liabilities of the Escrow Holder. The Escrow Holder 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 Holder shall not be personally liable for any act he may do or refrain from doing hereunder as Escrow Holder or as attorney-in-fact for the Optionee, provided that the Escrow Holder acts or refrains from acting in good faith and in the exercise of his own good judgment, and any act that he does or refrains from doing pursuant to the advice of his own attorneys, who may be counsel to the Company, shall be conclusive evidence of such good faith.

Appears in 13 contracts

Samples: Incentive Stock Option and Reverse Vesting Agreement, Nonstatutory Stock Option and Reverse Vesting Agreement (ViewRay, Inc.), Incentive Stock Option and Reverse Vesting Agreement (ViewRay, Inc.)

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Obligations and Liabilities of the Escrow Holder. The Escrow Holder 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 Holder shall not be personally liable for any act he may do or refrain from doing hereunder as Escrow Holder or as attorney-in-fact for the OptioneeStockholder, provided PROVIDED that the Escrow Holder acts or refrains from acting in good faith and in the exercise of his own good judgment, and any act that he does or refrains from doing pursuant to the advice of his own attorneys, who may be counsel to the Company, or any part thereof, shall be conclusive evidence of such good faith.

Appears in 3 contracts

Samples: Stock Repurchase Agreement (NBC Acquisition Corp), Stock Repurchase Agreement (NBC Acquisition Corp), Stock Repurchase Agreement (NBC Acquisition Corp)

Obligations and Liabilities of the Escrow Holder. The Escrow Holder 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 Holder shall not be personally liable for any act he may do or refrain from doing hereunder as Escrow Holder or as attorney-in-fact for the OptioneePurchaser, provided PROVIDED that the Escrow Holder acts or refrains from acting in good faith and in the exercise of his own good judgment, and any act that he does or refrains from doing pursuant to the advice of his own attorneys, who may be counsel to the Company, shall be conclusive evidence of such good faith.

Appears in 2 contracts

Samples: Employee Stock Purchase Agreement (Acme Packet Inc), Employee Stock Purchase Agreement (Acme Packet Inc)

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Obligations and Liabilities of the Escrow Holder. The Escrow Holder 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 or her to be genuine and to have been signed or presented by the proper party or parties. The Escrow Holder shall not be personally liable for any act he may do or refrain from doing hereunder as Escrow Holder or as attorney-in-fact for the OptioneeStockholder, provided that the Escrow Holder acts or refrains from acting in good faith and in the exercise of his or her own good judgment, and any act that he does or refrains from doing pursuant to the advice of his or her own attorneys, who may be counsel to the Company, shall be conclusive evidence of such good faith.

Appears in 1 contract

Samples: Exchange Agreement (Valentis Inc)

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