Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds as directed by a writing jointly signed by the SAC Representative and SM&A. The reasonable fees and expenses of the Escrow Agent (as set forth on the fee schedule attached hereto as Schedule 3) in connection with its performance of this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the advice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Merger Agreement.

The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds as directed by a writing jointly signed by the SAC Representative and SM&A. The reasonable fees and expenses of the Escrow Agent (as set forth on the fee schedule attached hereto as Schedule SCHEDULE 3) in connection with its performance of this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the advice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Merger Agreement.

The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds as directed by a writing jointly signed by the SAC DSA Representative and SM&A. The reasonable fees and expenses of the Escrow Agent (as set forth on the fee schedule attached hereto as Schedule 3) in connection with its performance of this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent against, any losses or claims (including reasonable out-of-pocket expenses) arising out of, any action taken or omitted in good faith hereunder or upon the advice of counsel. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Merger Agreement.

The Escrow Agent. 6.1 (a) Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds Shares as directed by a writing jointly signed by the SAC Shareholder Representative and SM&A. the Buyer. The reasonable fees and expenses of the Escrow Agent (in connection with its execution and performance of this Agreement as set forth on the fee schedule attached Schedule II hereto as Schedule 3) in connection with its performance of this Agreement shall be borne by SM&A. the Buyer. The Escrow Agent shall not be liable for any act or omission failure to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds Shares in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) Buyer shall indemnify and SM&A shall jointly and severally indemnify hold harmless the Escrow Agent and its directors, employees, officers, agents, successors and assigns against, any losses or claims (including reasonable out-of-pocket expenses) arising out of, of any action taken or omitted in good faith hereunder and reasonable costs of investigation and counsel fees and expenses which may be imposed on the Escrow Agent or upon the advice reasonably incurred by it in connection with its acceptance of counselthis appointment or performance of its duties hereunder. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, law and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited toincluding without limitation, the Merger Agreement.

The Escrow Agent. 6.1 Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds as directed by a writing jointly signed by SM&A and the SAC Representative and SM&A. Shareholder Representative. The reasonable fees and expenses of the Escrow Agent (as set forth on the fee schedule attached hereto as Schedule 36.1) in connection with its performance of ------------ this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and SM&A and the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the indemnify, defend and hold harmless Escrow Agent againstand its affiliates, agents, employees, contractors, successors and assigns from and against any losses and all claims, damages, demands, liens, claims of lien, losses, actions or claims (including liability of any kind or nature whatsoever, which Escrow Agent may sustain, incur or be subjected to or which may be imposed on Escrow Agent including, without limitation, reasonable out-of-pocket expenses) attorneys' fees and litigation costs, to the extent they arise out of or are connected with this Escrow Agreement, unless arising out of, any action taken from the negligence or omitted in good faith hereunder or upon willful misconduct of Escrow Agent. The provisions of this indemnification shall survive the advice termination of counselthis Escrow Agreement. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Merger Purchase Agreement. In the event of a dispute arising out of or in connection with this Escrow Agreement involving the Escrow Agent, all legal representation required to defend the Escrow Agent shall be provided at the joint and several expense of SM&A and the Shareholders.

The Escrow Agent. 6.1 Notwithstanding anything herein (a) The Escrow Agent shall have no liability or obligation with respect to the contraryDeposit except for Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Deposit in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall promptly dispose of all in good faith believe to be genuine, to have been signed or any part of the Escrow Shares/Escrow Funds as directed by a writing jointly signed presented by the SAC Representative person or parties purporting to sign the same and SM&A. The reasonable fees and expenses conform to the provisions of this Agreement. In no event shall the Escrow Agent (as set forth on the fee schedule attached hereto as Schedule 3) in connection with its performance of this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for any act incidental, indirect, special, and consequential or omission to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares/Escrow Funds in its own name, except for its own gross negligence or willful misconductpunitive damages. The Escrow Agent shall not be liable for, and obligated to take any legal action or commence any proceeding in connection with the Shareholders (only to the extent of their proportionate share of the Escrow Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow Agent againstDeposit, any losses account in which the funds are deposited, this Agreement or claims (including reasonable out-of-pocket expenses) arising out ofthe Purchase Agreement, or to appear in, prosecute or defend any such legal action taken or omitted in good faith hereunder or upon the advice of counselproceeding. The Escrow Agent may decline consult legal counsel selected by it in any event of any dispute or question as to act construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall not incur no liability and shall be liable for failure to act if fully indemnified from any liability whatsoever in doubt as to its duties under this Agreementacting in accordance with the opinion or instructions of such counsel. The Escrow Agent may act Buyer and Seller jointly and severally shall promptly pay, upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited todemand, the Merger Agreementreasonable fees and expenses of any such counsel.