Common use of Attorneys and Agents Clause in Contracts

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the The Escrow Agent shall be entitled to rely on on, and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with with, the advice of counsel outside counsel; provided that such action or other professionals retained inaction is not inconsistent with the terms of this Escrow Agreement or consulted by the obligations of the Escrow AgentAgent hereunder. The Escrow Agent shall be reimbursed as set forth in to the extent provided under Section 3.1 for any and all compensation (reasonable and documented out-of-pocket fees, expenses and other costs) costs actually paid and/or reimbursed to one such counsel and/or professionalsoutside counsel. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, custodians and/or nominees.

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent, except in the case of willful misconduct or gross negligence by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 16 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (reasonable out of pocket fees, expenses and other costs) costs paid and/or reimbursed to such outside counsel and/or professionalsprofessionals in accordance with, and for the purposes of, this Escrow Agreement. The Escrow Agent may may, subject to the terms of the Escrow Agreement, perform any and all of its duties through its agents, representatives, attorneys, custodians, custodian and/or nominees.

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent, except in the case of fraud, gross negligence, bad faith or willful misconduct. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence, the The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent, except in the case of willful misconduct or gross negligence by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 15 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.. 135