1999-215 - Laserfiche WebLink

Home Browse Search

-5 - the receipt by the Escrow Agent of notice of my claim, the Escrow Agent shall, if claim in respect thereof is to be made against any of the other parties hereto, notify such other parties in writing. Notwithstanding the foregoing, but provided that such notice shall have been given, the failure by the Escrow Agent to give such notice promptly shell not relieve the parties from any liability which such panics may have to the Escrow Agent hereunder except to the extent the defense of such action is prejudiced thereby. Any payment to the Escrow Agent pursuant to this Section 3.3, as between Buyer, on the one hand, and FHGLP, on the other hand, shad be bome equally by Buyer, on the one hand, and FHGLP, on the other hand, an all such matters; provided, however, that any expense or loss incurred by the Escrow Agent w a result ofpanicipating in any proceeding brought by Buyer against FHGLP or by FHGLP against Buyer shall be paid by the party against whom judgment is tendered in such proceeding. Nothing in this Section 3.3 shall constitute a waiver of my claim which Buyer, on the one hand, or FHGLP, on the other hand, may have againn the other party for contribmica s arising from theirjoint obligation to indemnify and hold the Escrow Agent harmless hereunder. 3.4 Resimsi on. fhe Escrow Agent may resign at any time upon giving the panics hereto thirty (30) days' prior written notice to that effect. In such event, the successor shall be such person, firm or corporation as shall be mutually selected by Buyer and FHGLP. It is understood and agreed that such resignation shall not be effective until a successor agrees to act hereunder, provided, however, if no successor is appointed and acting hereunder within thirty (30) days after such notice is given, the Escrow Agent may pay and deliver the Adjustment Fund into a coup of competent jurisdiction. 4.1 Lyng. The Escrow Agent shall be liable only to accept, hold and deliver the Adjustment Fund in accordance with the provisions of this Agreement and amendments thereto; provided, however, that the Escrow Agent shall not incur any liability with respect to (a) any action taken or omined in good faith upon the advice of its counsel given with respect to any questions relating to its duties and responsibilities as Escrow Agent under this Agreement. so long as such action is consistent with the terns of this Agreement or (b) any action taken or omitted in reliance upon my instrument which he Furow Agent shall in good ficith believe to b-- genuine egenuine (including the execution, the identity or authority of my person executing such instrument, its validity and effectiveness, and the truth and accuracy of my information contained therein), to have been signed by a proper person or persons and to conform to the provisions of this Agreement. The Escrow Agent shall exercise the same degree of care toward the Adjustment Fund w it would exercise toward its own similar property. 4.2 Collateral Agreements. The Escrow Agent shall not be bound in any way by any contract or agreement between other parties hereto, whether or not it has knowledge of any such contract or agreement or of its terms or conditions.