Rights and Duties of Escrow Agent. This Agreement shall represent the entire understanding of the parties hereto, and the Escrow Agent shall only be required to perform the duties expressly described herein, and no further duties shall be implied from this Agreement or any other written or oral agreement by and between the Escrow Agent, Broker and the Issuer made previous or subsequent to this Agreement, unless such written amendment to this Agreement is executed by all parties to this Agreement. The Escrow Agent may rely upon any written instructions believed in good faith to be genuine when signed and presented by the requesting party or parties and shall not have a duty to inquire or investigate the validity of any such written instruction. The Escrow Agent shall not be required to solicit funds from the Issuer or Broker in connection with this Agreement. The Escrow Agent shall be permitted to execute any and all powers under this Agreement directly or through its agents and/or attorneys, and shall be allowed to seek counsel from any professional regarding the performance of this Agreement, which professionals shall be selected at the sole discretion of the Escrow Agent. Should the Escrow Agent receive conflicting directions or become uncertain as to its duties under this Agreement, it shall be permitted (a) to immediately abstain from further action until such duties are expressly defined in writing by the parties hereto, and shall only be required to protect and keep the Escrow Funds in their current investment(s) until such time as a written agreement among the parties is executed or a court of competent jurisdiction shall render an order directing further action, or (b) to petition any court of competent jurisdiction (by means of an interpleader action or other appropriate action) for instructions regarding such uncertainty, and pay all Escrow Funds into such court for holding and disposition. Upon release of Escrow Funds to a court as provided in the preceding sentence or as set forth in Exhibit A hereto, Escrow Agent shall be fully released from any and all further obligations, except for the provision of written notice to the other parties to this Agreement, setting forth in such notice the date of release of the Escrow Funds, the party to whom released, the amount released and a statement setting forth Escrow Agent’s release from further obligations to any other party to this Agreement.
Rights and Duties of Escrow Agent. (a) No assignment of the interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent.
Rights and Duties of Escrow Agent. (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Escrow Agent shall exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Escrow Agent from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct or bad faith.
Rights and Duties of Escrow Agent. (a) In the event of any dispute as to who is entitled to receive the Deposit, the Escrow Agent shall deliver it only in accordance with joint written instructions of the Seller and Buyer. If such instructions are not received by Escrow Agent in a timely fashion, the Escrow Agent shall have the right to retain the Deposit and deliver it in accordance with the final order of a court of competent jurisdiction, or to deposit such amounts with the court, pending a final decision of the controversy.
Rights and Duties of Escrow Agent. (a) Escrow Agent is executing this Agreement for the purposes of confirming (i) the opening of escrow, at its offices in Seattle, Washington, and San Francisco, California, for the transactions contemplated hereby and (ii) Escrow Agent's agreement to act in accordance with the provisions hereof governing the Escrow Agent. This Agreement, together with any supplemental instructions jointly executed by Purchaser and Winmar Co., as agent for Sellers, and delivered to Escrow Agent, shall constitute the escrow instructions by which the transaction contemplated herein shall be consummated, provided that in the event of an inconsistency between any such jointly executed supplemental instructions and the terms of this Agreement, the terms of the jointly executed supplemental instructions shall prevail. If this Agreement is terminated by Purchaser or Sellers under and in accordance with a provision hereof that entitles Purchaser to the return of the Deposit, Winmar Co., as agent for Sellers, shall promptly instruct Escrow Agent to return the Deposit to Purchaser.
Rights and Duties of Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith, excepting only loss or other liability caused by its own gross negligence, wilful misconduct, fraud or lack of good faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.
Rights and Duties of Escrow Agent. 56 20. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 21. Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 22. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . 62
Rights and Duties of Escrow Agent. 24 9.2 EVIDENCE, EXPERTS AND ADVISERS.................................25 9.3 DOCUMENTS, MONIES, ETC. HELD BY ESCROW AGENT...................26 9.4 ACTIONS BY ESCROW AGENT TO PROTECT INTEREST....................26 9.5 ESCROW AGENT NOT REQUIRED TO GIVE SECURITY.....................26 9.6
Rights and Duties of Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted excepting only direct loss caused by its own gross negligence, wilful misconduct, fraud or lack of good faith. Under no circumstances shall the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall the liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed in aggregate the amount of the annual fee for acting as escrow agent hereunder.
Rights and Duties of Escrow Agent. (a) The Escrow Agent shall be entitled to compensation for its services for opening the escrow provided for in this Agreement and for its services for the period commencing on the date of this Agreement until the Escrow Fund shall have been distributed, at such rate as the Escrow Agent and NavTech have agreed in a separate fee letter. The Escrow Agent shall also be entitled to payment of its routine and customary out-of-pocket expenses including reasonable counsel fees incurred in its routine administration of the Escrow Fund. Such compensation and expenses (collectively, "Escrow Expenses") shall be paid by NavTech.
