Protection of Escrow Agent. The Escrow Agent, in its actions pursuant to this Agreement, shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either to the Company or to any other party, except as expressly set forth herein.
Protection of Escrow Agent. By way of supplement to the provisions of any law for the time being relating to trustees it is expressly declared and agreed as follows:
Protection of Escrow Agent. In consideration of this escrow by the Escrow Agent, the parties agree that:
Protection of Escrow Agent. The parties agree that:
Protection of Escrow Agent. 8.1. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. Except for amendments to this Agreement referred to below, and except for instructions given to the Escrow Agent by GoAmerica and the Shareholders relating to the Escrow Account under this Agreement, the Escrow Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.
Protection of Escrow Agent. In consideration of the acceptance of this escrow by the Escrow Agent, the parties hereby agree, jointly and severally, for themselves and their successors and assigns, that (i) any party may examine the books and records evidencing the Escrow Account at any time at the office of the Escrow Agent during the Escrow Agent's normal business hours; (ii) no assignment, transfer, conveyance, or hypothecation of any right, title, or interest of any party or its successor in and to the Escrow Account shall be binding upon the Escrow Agent, unless and until written evidence of such assignment, transfer, conveyance, or hypothecation in form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent; (iii) the Escrow Agent shall not be personally liable for any act it may do or omit to do as Escrow Agent under this Agreement, unless resulting from gross negligence or wilful misconduct; (iv) the Escrow Agent may disregard any and all notices or warnings given by any of the parties hereto (except notices expressly envisioned in this Escrow Agreement), or by any other person or entity, excepting only orders or process of court, and is hereby expressly authorized to comply with and obey any and all orders, judgments, or decrees of any court reasonably believed by the Escrow Agent to have jurisdiction of the subject matter and the parties, and in case the Escrow Agent obeys or complies with any such order, judgment, or decree of any such court it shall not be liable to any of the parties hereto 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 or vacated, or found to have been entered without jurisdiction; and (v) NaPro and BNP shall jointly, but not severally, indemnify and hold the Escrow Agent harmless as to any loss, claim, damage, or liability incurred by the Escrow Agent to any other person or entity by reason of the Escrow Agent's having acted as Escrow Agent hereunder, or in connection herewith (collectively, "Losses"), other than those Losses resulting from the Escrow Agent's gross negligence or willful misconduct.
Protection of Escrow Agent. The Escrow Agent is authorized to -------------------------- comply with orders issued or process entered by any court with respect to the Escrow Fund, without determination by the Escrow Agent of such court's jurisdiction in this matter. If the Escrow Fund or any portion is at any time attached or levied upon under any court order, or if the payment, assignment, transfer or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property, then and in any such event, the Escrow Agent is authorized to rely upon and comply with any such order, judgment or decree without the need for appeal or other action; and if the Escrow Agent complies with any such order, judgment or decree, it shall not be liable to any party hereto or to any other person or entity by reason of such compliance even if such order, judgment or decree is subsequently reverse, modified, set aside or vacated.
Protection of Escrow Agent. 26 9.7 REPLACEMENT OF ESCROW AGENT; SUCCESSOR BY MERGER...............27 9.8
Protection of Escrow Agent. The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and Escrow Agent shall not be liable to the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Contributor and Investor shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the faithful performance of Escrow Agent’s duties hereunder. Escrow Agent acknowledges its consent to the provisions of this Agreement applicable to it by signing on the signature page of this Agreement.
Protection of Escrow Agent. In consideration of this escrow by Escrow Agent, Escrow Agent, Purchaser and Sellers agree that:
