Concerning Escrow Agent Sample Clauses

Concerning Escrow Agent. To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that:
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Concerning Escrow Agent. Except as otherwise provided herein, the Escrow Agent may accept and act upon instructions from the Depository or the Public Depositor which the Escrow Agent believes to be genuine, given in person, by telephone, or by other means of communication. Correspondence deemed to be genuine which is delivered by fax transmittal may satisfy any requirement of a written notice or authorization. The Public Depositor and the Depository agree that they will not seek to hold the Escrow Agent liable for risk of loss caused in connection with the performance of its duties hereunder except for Xxxxxx Agent’s own negligence or willful misconduct. The Custodian’s duties shall be determined only with reference to this Agreement and the Public Deposits Act, and the Custodian is not charged with knowledge or any duties or responsibilities in connection with any other document or agreement.
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Concerning Escrow Agent. 6.1 The Escrow Agent shall hold the Settlement Agreement, the Stay Documents, the Stay Removal Documents and the Dismissal Documents received by it hereunder with the same degree of care with which it holds its own similar property.
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Concerning Escrow Agent. To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that: 3.01 Escrow Agent shall not be under any duty to give the Escrowed Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. 3.02 This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement. 3.03 Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct, and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of, and in connection with, this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from gross negligence or willful misconduct) in the
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Concerning Escrow Agent. 3.1. Escrow Agent shall have no duties or responsibilities except those set forth herein and in the Contract. Seller and Purchaser acknowledge that Escrow Agent is serving without compensation, solely as an accommodation to the parties hereto, and CONFIDENTIAL TREATMENT REQUEST BY EMPIRE RESORTS, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***” except for the negligence or willful misconduct of, or breach of the terms of this Agreement by, the Escrow Agent, Escrow Agent shall have no liability of any kind whatsoever arising out of or in connection with its activity as Escrow Agent. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all suits, actions, loss, costs, claims, damages, liabilities, and expenses (including, without limitation, attorneys’ fees and disbursements) (“Liabilities”) which may be incurred by reason of its acting as Escrow Agent. In no event shall the Escrow Agent be liable for any lost profits or for any incidental, special, consequential or punitive damages whether or not the Escrow Agent knew of the possibility or likelihood of such damages. Escrow Agent’s substantial compliance with its standard procedures for provision of the services required pursuant to this Agreement shall be deemed to constitute the exercise of ordinary and due care. Purchaser and Seller hereby agree to jointly and severally indemnify and hold harmless the Escrow Agent, and its successors and assigns, from and against any and all Liabilities asserted against them in connection with this Agreement, other than those Liabilities caused by their negligence, willful misconduct or breach of the terms of this Agreement.
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Concerning Escrow Agent. (a) Escrow Agent undertakes to perform only such duties as are specifically set forth herein. Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error in judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence, and shall be entitled to rely conclusively upon (i) any written notice, instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized in this Agreement or otherwise to do so, and (ii) the advice of counsel retained by it. The parties hereto shall severally, but not jointly, indemnify and hold Escrow Agent, its directors, employees, officers, agents, successors and assigns harmless for any damages, losses, claims, liabilities and expenses any of them incurs for acting or refraining from acting in good faith hereunder, which damages were not caused by willful misconduct or gross negligence. Escrow Agent is not responsible for, is not a party to, and is not bound by, any of the terms and/or conditions of the Purchase Agreement or any other agreement between the parties and may rely exclusively on the notices as set forth in Article II of this Agreement to satisfy its role as Escrow Agent;
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Concerning Escrow Agent. To induce Escrow Agent to act hereunder, it is further agreed by each of Seller and Purchaser that: 3.01 Escrow Agent shall not be under any duty to give the Escrowed Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement.
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Concerning Escrow Agent 
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Related to Concerning Escrow Agent

  • Concerning the Escrow Agent 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • The Escrow Agent 2.3 The Escrow Agent shall invest the Settlement Fund deposited pursuant to ¶2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. All costs and risks related to the investment of the Settlement Fund in accordance with the guidelines set forth in this paragraph shall be borne by the Settlement Fund.

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

  • Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

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