Escrow Agent Liability. The liability of the Escrow Agent shall be limited as provided in the Escrow Agreement.
Escrow Agent Liability. The Parties agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agent:
(a) The Escrow Agent is not a party to and is not bound by, or charged with notice of, any agreement out of which this escrow may arise, except for the provisions of this Agreement.
(b) The Escrow Agent acts hereunder as a depository and disbursing Escrow Agent only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the instruments or funds which are the subject of this Agreement.
(c) In the event the Escrow Agent becomes involved in litigation in connection with this Agreement not arising as a result of any negligence or willful misconduct on the part of Escrow Agent, the non-prevailing party, jointly and severally, agrees to indemnify and save the Escrow Agent harmless from all loss, cost, damages, expenses and attorneys' fees suffered or incurred by the Escrow Agent as a result thereof. The obligations of the undersigned under this paragraph shall be performed at the office of the Escrow Agent in Seattle, Washington.
(d) 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 the Escrow Agent, in good faith, believes to be genuine and what it purports to be.
(e) The Escrow Agent shall act hereunder in accordance with ordinary business practices and shall not be liable for anything which it may do or refrain from doing in connection herewith, except its own negligence or willful misconduct.
(f) In the event of any good faith disagreement between any of the Parties, or between them or any of them and any other person, resulting in adverse claims or demands being made in connection with this Agreement or in the event that the Escrow Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, by written notice to the Parties, refuse to comply with any claims or demands on it or refuse to take any other action hereunder so long as such disagreement continues or such doubt exists; and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally a...
Escrow Agent Liability. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent or attorney-in-fact for Purchaser while acting in good faith and in the exercise of the Escrow Agent’s own good judgment and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s own attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall not be liable in any respect on account of the identities, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. The Escrow Agent shall not be liable for the termination of any rights under any applicable statute of limitations with respect to the provisions of this Section 4 or any documents deposited with the Escrow Agent.
Escrow Agent Liability. The Escrow Agent shall not be liable for anything which it may do or refrain from doing in good faith in connection with this Escrow Agreement, except its own gross negligence or willful misconduct.
Escrow Agent Liability. The Escrow Agent shall not be personally liable for any act that it may do or omit to do hereunder in good faith and in the exercise of its own best judgment. Any act done or omitted by the Escrow Agent in the absence of gross negligence or willful misconduct shall be deemed conclusively to have been performed or omitted in good faith by the Escrow Agent. The Escrow Agent shall not be held liable for any losses that may occur as the result of the investment or reinvestment of the Escrow Fund.
Escrow Agent Liability. (a) The Escrow Agent shall not be liable to any party for any of his acts, or omissions to act, as the Escrow Agent unless the Escrow Agent is proved to have acted in bad faith. Any act done or omitted pursuant to the advice of legal counsel, other than an act or omission involving gross or willful negligence, shall be deemed to be done or omitted in good faith.
(b) The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary properly to advise the Escrow Agent in connection with its obligations hereunder, and the Escrow Agent may rely upon the advice of such counsel. Such counsel's reasonable fees and costs shall be borne by the Pledgor.
(c) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed to retain in the Escrow Agent's possession as agent of the Pledgee without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. In addition, upon any dispute the Escrow Agent should be entitled to engage legal counsel, whose fees and expenses shall be borne by the Pledgee.
Escrow Agent Liability. The Escrow Agent and its partners, officers and employees shall not be personally liable for any act which it may do or omit to do hereunder in good faith or for any mistake of fact or law for any action it may take or refrain from taking in connection herewith unless caused by or arising out of its own gross negligence or willful misconduct. The Escrow Agent shall not be held liable for any losses that may occur as the result of the investment or reinvestment of the Escrow Fund in accordance with Section 3 above.
Escrow Agent Liability. The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
Escrow Agent Liability. In the absence of willful negligence, ---------------------- the Escrow Agent shall not be liable to any party for any of his acts, or omissions to act, as the Escrow Agent.
Escrow Agent Liability. The Parties agree that the Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the Escrow Funds and Escrow Documents and to disburse the same in accordance with the terms hereof. The Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a limited liability company, purporting to be executed by a manager, and shall not be required to inquire into the authority of such manager or the correctness of the facts stated in said instrument. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the Escrow Funds and Escrow Documents, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations and liabilities hereunder.
