Rights and Duties of the Escrow Agent Sample Clauses

Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have no implied duties and no obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement or the Escrowed Shares, and shall not be required to deliver the same or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the Escrowed Shares as herein provided or by reason of any non-appealable order of a court of competent jurisdiction. The Escrow Agent shall not be liable to any party for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence or willful misconduct or breach of the specific provisions of this Agreement. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall have and may exercise such powers hereunder as are specifically delegated to the Escrow Agent by the terms hereof, together with such powers as are reasonably incidental thereto, including the power to hire attorneys to represent the Escrow Agent with respect to matters arising from this Agreement and the Escrow Agent shall have no implied duties or any obligation to take any action hereunder except for any action specifically provided by this Agreement to be taken by the Escrow Agent. The Escrow Agent shall not be required to deliver the property in the Escrow Fund or any part thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold, and make delivery of the property in the Escrow Fund as herein provided or by reason of an order of a court of competent jurisdiction from which no appeal may timely be taken. The Escrow Agent shall not be liable to any party hereto for any action taken or omitted to be taken hereunder or in connection herewith except for its own gross negligence, bad faith or willful misconduct. The Escrow Agent shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first be indemnified to its reasonable satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Escrow Agent may execute any of its duties hereunder by or through employees, agents and attorneys-in-fact. The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements or documents which may be related to, referred to in or deposited with the Escrow Agent in connection with this Agreement.
Sample 1
Rights and Duties of the Escrow Agent. (a) Escrow Agent agrees to use its best efforts to ensure the security of the Escrowed Shares, and Escrow Agent agrees to perform its duties hereunder with the same degree of care exercised by Escrow Agent in connection with its own property.
Sample 1
Rights and Duties of the Escrow Agent. (a) The Escrow Agent shall be liable as a depository only with its duties being only those specifically provided herein and which are ministerial in nature and not discretionary. The Escrow Agent shall not be liable for any mistake of fact or error in judgment, or for any act or failure to act of any kind taken in good faith and believed by it to be authorized or within the rights or powers conferred by this Agreement, unless there be shown willful misconduct or gross negligence. Anything in this Agreement to the contrary notwithstanding, 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 been advised of the likelihood for such loss or damage and regardless of the form of action. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement.
Sample 1
Rights and Duties of the Escrow Agent. (i) The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein, and no other duties, responsibilities or obligations shall be inferred or implied.
Sample 1
Rights and Duties of the Escrow Agent. 9.1 The Escrow Agent may, without further inquiry, exclusively rely on any instrument or signature that has been signed and presented on behalf of Xxxxxx or XXXX USA by any person who is identified as acting on behalf of Xxxxxx or XXXX USA in Annex 15 (Signatures specimen), or shall be legally entitled to represent that particular Party in connection with this Agreement as evidenced by a statement of a partner of the law firm(s) referred to with respect to the relevant Party in Section 16.8 stating that the relevant signatory is authorized to represent that particular Party. Annex 15 may with respect to the persons identified by Xxxxxx be amended by Xxxxxx by means of a notification by Xxxxxx to XXXX USA and the Escrow Agent. Annex 15 may with respect to the persons identified by XXXX be amended by XXXX by means of a notification by XXXX to Xxxxxx and the Escrow Agent.
Sample 1
Rights and Duties of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:
Sample 1
AutoNDA by SimpleDocs
Rights and Duties of the Escrow Agent 
Sample 1Sample 2Sample 3See All (6)

Related to Rights and Duties of the Escrow Agent

  • Duties of the Escrow Agent The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto with respect to the subject matter hereof, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.

  • Rights and Duties of Members Subject to the provisions of Article 3, members will have all of the rights and powers of members as provided under the Act and as otherwise provided by law.

  • Rights and Duties of Rights Agent The Rights Agent undertakes to perform only the duties and obligations expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall perform its duties and obligations hereunder upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

  • Rights and Duties The Shareholders shall have the following rights, powers, privileges, duties and liabilities:

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Powers and Duties of the Trustee The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

  • Powers and Duties of Trustees Section 3.1 General 6 Section 3.2 Investments 6 Section 3.3 Legal Title 7 Section 3.4 Issuance and Repurchase of Shares 7 Section 3.5 Borrow Money or Utilize Leverage 7 Section 3.6 Delegation; Committees 7 Section 3.7 Collection and Payment 8 Section 3.8 Expenses 8 Section 3.9 By-Laws 8 Section 3.10 Miscellaneous Powers 8 Section 3.11 Further Powers 8 ARTICLE IV Advisory, Management and Distribution Arrangements Section 4.1 Advisory and Management Arrangements 9 Section 4.2 Distribution Arrangements 9 Section 4.3 Parties to Contract 9 ARTICLE V

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Rights and Duties of Warrant Agent (1) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.

Time is Money Join Law Insider Premium to draft better contracts faster.