Rights of Escrow Agent. If conflicting demands are made or notices served upon Escrow Agent with respect to this escrow, the parties hereto expressly agree that Escrow Agent shall have the absolute right at its election to do any of the following:
Rights of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent:
Rights of Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement and the Merger Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement and the Merger Agreement and shall incur no liability hereunder except for its gross negligence, wilful misconduct or failure to have acted in good faith. The Escrow Agent shall not be required to defend any legal proceedings which may be instituted against it (other than legal proceedings based upon the alleged gross negligence or wilful misconduct of the Escrow Agent or its failure to have acted in good faith) with respect to the subject matter of this Agreement unless requested to do so by a party to this Agreement, in which case the Escrow Agent shall be indemnified against the cost and expense of that defense by that party. The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any party hereto or any other party interested in this Agreement of any distribution required under this Agreement unless such notice is explicitly provided for in this Agreement. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In the event conflicting demands for payment of the Escrow Account are made or conflicting notices are served on Escrow Agent which remain unresolved, the parties hereto expressly agree and consent that Escrow Agent may file, at the expense of the parties, an interpleader action in a Court of competent jurisdiction in the State of Delaware and so notify the parties hereto. Escrow Agent shall then promptly file the interpleader action and place the portion of the Escrow Account to which the conflicting notices relate in the registry of said Court. Upon the filing of the interpleader action and the tender of into the registry of said Court, Escrow Agent shall, ipso facto, be fully released and discharged from all obligations imposed on it in this Agreement to which the tendered portion of the Escrow Account relates.
Rights of Escrow Agent. In the event of any dispute as to who is entitled to receive the Xxxxxxx Money Deposit and interest earned thereon, the Escrow Agent shall have the right to retain the funds and disburse them in accordance with the final order of a court of competent jurisdiction, or to deposit the Xxxxxxx Money Deposit and interest thereon with the court, pending a final decision of the controversy. The parties hereto further agree that the Escrow Agent shall not be liable for failure of the depository.
Rights of Escrow Agent. The Escrow Agent:
Rights of Escrow Agent. Escrow Agent may act upon any instrument or other writing or transmission reduced to writing believed by it in good faith to be genuine and to be signed or presented by the proper person. Escrow Agent shall not be liable to any of the parties hereto for any liability or losses sustained by any of them as a result of any action taken or omitted to be taken by it in good faith unless a court of competent jurisdiction determines that Escrow Agent's wilful misconduct or gross negligence was the primary cause of any such loss. Escrow Agent may consult with qualified outside counsel of its choice at all reasonable times, and shall have full and complete authorization and protection for any action taken or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.
Rights of Escrow Agent. In addition to its other rights contained elsewhere in this Agreement, the Escrow Agent shall have the following rights under this Agreement:
Rights of Escrow Agent. In the event that the Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from either Purchaser or Seller which is in conflict with instructions or a notice from the other or which, in the reasonable opinion and sole discretion of the Escrow Agent, conflicts with the provisions of this Agreement, it shall be entitled to take any of the following courses of action:
Rights of Escrow Agent. In performing its duties hereunder, the Escrow Agent shall not incur any liability to anyone for damages, losses, or expenses except for willful misconduct or gross negligence, and accordingly:
Rights of Escrow Agent. (a) 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 other than Citibank. This Agreement sets forth all of the obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document.
