Escrow Agreement Uk Plc
a) The duties and responsibilities of the Fiduciary Agent are limited to the duties and responsibilities expressly set forth in this Agreement. No implied obligation of the trust agent may be included in this agreement, and the trust agent will not be subject to any other agreement between them or be obliged to acknowledge any other agreement between them or 1. Designation of trust agent. Buyer and Seller hereby designate and designate the Trustee as the Fiduciary Agent acting in accordance with the terms of this Escrow Agreement. The Fiduciary Agent hereby accepts this appointment and agrees to perform the duties set forth herein. CONSIDERING that, in the performance of its payment obligations under the SPA, Buyer has agreed to deposit the immediately available funds by bank transfer into a single account designated in writing by the trust agent nine hundred thousand dollars and 00/100 ($900,000.00) (the “Trust Amount”); and (g) Notwithstanding the foregoing, upon termination of this Escrow Agreement in accordance with the provisions of Section 12 below, the Trustee will pay all remaining escrow amounts to the Escrow Account on the Termination Date by delivering such Escrow Amount to Buyer. CONSIDERING that the Trust Agent has agreed to act as a Trust Agent in accordance with the terms of this Agreement. 0.Xxxxxxxx of the trust amount is the trust amount. The parties hereby acknowledge and agree that at the same time as the performance and delivery of this Agreement, Buyer will deliver the escrow amount to the fiduciary agent. The amount of the trust will be held in trust and distributed in accordance with the terms of this trust agreement.
Now, therefore, taking into account the mutual obligations and agreements set out below, the buyer, seller and fiduciary agent commit and agree to the following agreement: 13. Certain corporate law issues. Buyer hereby designates the following persons who act as Buyer`s authorized signatories under this Agreement and provide all instructions provided in this Agreement. The signature in front of each person`s name is their real signature. (g) The Fiduciary Agent has no obligation to bring any legal action in connection with or enforce this Agreement, or to appear, pursue or defend any legal action or proceeding that may result in costs, expenses, losses or liability or result in costs, expenses, losses or liability, unless: it shall be indemnified in accordance with paragraph 8 of this Agreement. If the date on which any action, calculation or notice that is to be taken or authorized under this Agreement is not a business day, such action, calculation or notice may be taken, performed or given on the next business day, if any. (b) With the exception of the SPA, this escrow agreement shall contain the entire agreement of the Parties with respect to the subject matter of this Agreement. Nothing in this document restricts or infringes on the parties` rights under the SPA.
(a) The trustee must pay the amount of the trust in accordance with the joint written instructions of the buyer and seller, which must be given at all times. Without limiting the generality of the foregoing, Buyer and Seller may issue a joint written instruction (reasonably satisfactory to the Trust Agent) requesting the Trust Agent to make one or more deliveries of the Trust Amount. (h) Any other controversy or demand arising out of or in connection with this Agreement or the breach thereof shall be resolved through consultations and negotiations in good faith and in a spirit of mutual cooperation. However, if such attempts fail, each party agrees that any dispute or controversy arising out of or related to this Agreement or any alleged breach of this Agreement will be resolved by arbitration in the City and County of Denver, Colorado, in accordance with the AAA Commercial Arbitration Rules. If Buyer and Seller cannot jointly select a single arbitrator to decide the matter, an arbitrator will be chosen by each buyer and seller (or, if a party does not make a choice, by the AAA on behalf of that party), and the two arbitrators so chosen will select a third (or, if they do not make a choice, B. by the AAA). The decision of the sole arbitrator chosen jointly by buyer and seller or, if three arbitrators are selected, the decision of two of them shall be final and binding on the parties, and the judgment of a court of competent jurisdiction may be entered therein. The arbitrator or arbitrators shall allocate the costs and expenses of the arbitration, including reasonable attorneys` fees, disbursements, arbitration fees, arbitrator fees, and administrative costs of the AAA, to the prevailing party, as determined by the arbitrator or arbitrators. If this option is exercised after the sixth anniversary of the exercise date of the option and no later than the expiry date of the option (as defined below), the exercise price of the option will be $550,000. .
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