Escrow Agent Provisions. (a) Escrow Agent acts hereunder as depositary only and is not a party to or bound by any agreement or undertaking which may be evidenced by or arise out of any Escrow Documents deposited with it hereunder, is not responsible or liable in any manner for the sufficiency, correctness, genuineness, or validity of any of the Escrow Documents and undertakes no responsibility or liability for the form of execution of the Escrow Documents or the identity, authority, title or rights of any person executing or depositing any of the Escrow Documents.
Escrow Agent Provisions. (a) In performing any duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful misconduct, willful default, breach of trust, or gross negligence, and accordingly Escrow Agent shall not incur any such liability with respect to any action taken or omitted in reliance upon any instrument, including any written instrument or instruction provided for in this Agreement, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform to the provisions of this Agreement.
Escrow Agent Provisions. The Escrow Agent shall be Xxxxxx Law Group, PLLC. All amounts paid to Escrow Agent under this Agreement (“Xxxxxxx Money” ) shall be held in escrow upon the following terms and conditions:
Escrow Agent Provisions. The Escrow Agent shall not be liable for any mistakes of facts or errors in judgment, or any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. The Escrow Agent shall be permitted to rely on written notice, directions and other documents received by the Escrow Agent purporting to be signed by the Buyer and/or the Seller hereunder. The parties hereto agree to reimburse the Escrow Agent for all costs, fees and expenses incurred in connection with this Escrow Agreement and shall indemnify and hold the Escrow Agent harmless from any claims, demands, causes of action, liability damages and judgments, including the costs of defending any action against it, together with any reasonable attorneys' fees, costs, and legal expenses incurred, all in connection with the Escrow Agent's undertaking pursuant to the terms and conditions of this Escrow Agreement. The Escrow Agent may at any time resign upon advance written notice of such intention. The Escrow Agent shall deliver the Deposit to successor Escrow Agent pursuant to written direction signed by both the Buyer and the Seller. If such written direction signed by both the Buyer and the Seller as to a successor Escrow Agent is not received by the Escrow Agent within five (5) days after the Escrow Agent's resignation, the Escrow Agent may interplead the Deposit in the Circuit Court in and for Pinellas County, Florida and shall have no further obligation in connection with this Escrow Agreement.
Escrow Agent Provisions. Additional provisions regarding the Escrow Agent and the mechanics of the closing of the purchases contemplated by this Section are attached hereto as Exhibit 2 (the "Escrow Instructions"). By signing this Agreement, each of Ridgewood and each of the Shareholders, subject to acceptance by the Escrow Agent, agrees to all of the terms and conditions of, and becomes a party to, the Escrow Instructions, all of the provisions of which are incorporated herein by this reference as if set forth in full.
Escrow Agent Provisions. Escrow Agent and any other entity providing escrow services to Seller and Purchaser in connection with this Agreement, shall be liable only to hold the Escrow Deposit and the documents herein set forth and deliver the same in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being made in connection with or for the Escrow Deposit or the documents set forth herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue; and in so refusing Escrow Agent shall make no delivery or disposition of the Escrow Deposit or any of the documents set forth herein then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants have been finally adjudicated in a court of competent jurisdiction of the Escrow Deposit and the documents and funds involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall have a period not exceeding three (3) days (excluding Saturdays, Sundays and legal holidays) after receipt by Escrow Agent of any notice or request to perform any act or deliver any documents or disburse any portion of the Escrow Deposit held by Escrow Agent under the terms of this Agreement. Further, Escrow Agent shall have the right at all times to deliver the documents held by it and pay the Escrow Deposit held by it (i) to the appropriate party under the terms hereof, as same may be modified by any joint instructions of the parties, or (ii) into any court of competent jurisdiction after a dispute between or among the parties hereto has arisen, whereupon Escrow Agent's obligations hereunder shall terminate. Escrow Agent shall be entitled to rely upon any communications, documents or instruments from the parties o...
Escrow Agent Provisions. 4.1 The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed between/among the parties hereto, except for the Escrow Agreement and the defined terms in the Assignment Agreement referred to herein. This Escrow Agreement sets forth all of the obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Escrow Agreement or any other agreement, instrument or document, including the Assignment Agreement.
Escrow Agent Provisions. (a) 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 other than the Escrow Agent 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 Post-Closing Escrow Agreement referred to below, and except for instructions given to the Escrow Agent in accordance with the terms and conditions of this Post-Closing Escrow Agreement relating to the Escrow Funds under this Post-Closing Escrow 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.
Escrow Agent Provisions. The Escrow Agent joins in the execution of this Agreement solely for acknowledging and agreeing to the provisions of this Section 3.2. The duties of the Escrow Agent shall be as follows:
Escrow Agent Provisions. (a) The Company agrees to hold the Escrow Agent harmless and to indemnify the Escrow Agent against any loss, liability, expense (including reasonable attorney’s fees and expenses), claim, or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, except as shall result from the gross negligence or willful misconduct of the Escrow Agent (the “Indemnified Amounts”). The foregoing indemnities in this subsection (a) shall survive the termination of this Agreement.
