Common use of Escrow Agent Liability Clause in Contracts

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 adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof, in writing, signed by all such persons. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have, by law or otherwise. (g) Reasonable compensation for the escrow services herein required of the Escrow Agent, if any, shall be paid by Seller.

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 agree 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 Seller and Buyer (collectively, the Parties"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 adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof, in writing, signed by all such persons. The rights of the Escrow Agent under this paragraph are cumulative of all other rights which it may have, by law or otherwise. (g) Reasonable compensation for the escrow services herein required of the Escrow Agent, if any, shall be paid equally by SellerSeller and Buyer.

Escrow Agent Liability. The Parties Ballard and Sellers fxxxxxx agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agentthat: (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 whatever for any act to be performed hereunder on the part of either Ballard or Sellers, or for any faxxxxx xo perform by either, or for the sufficiency, correctness, genuineness or validity of any instrument deposited with Escrow Agent hereunder, or with respect to the instruments form of execution of the same, or funds which are the subject identity, authority or rights of this Agreement.any person executing or depositing the same; (b) Except as herein otherwise expressly provided, Escrow Agent shall be under no obligation whatsoever to give any notice concerning any payment or any default hereunder, or any other notice; (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 not be protected in liable for acting upon any written noticenotice (including a Claim Notice), certification, request, waiver, consent, certificate, receipt, authorization, power of attorney receipt or other paper or document which the believed by Escrow Agent, in good faith, believes Agent to be genuine and what it purports signed by the proper party or parties; (d) Escrow Agent is hereby expressly authorized to becomply with and obey any and all orders, judgments and decrees of any court, made, filed, entered or issued, with proper jurisdiction; and in case Escrow Agent shall obey or comply with any such order, judgment, or decree, Escrow Agent shall not be liable to any of the parties hereto, or to anyone else or otherwise by reason of any such compliance, notwithstanding the fact that any such order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (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 liable, except for the negligence or become liable in any way willful misconduct of its agents or to any person for its failure or refusal to actemployees, and the Escrow Agent shall be entitled except with respect to continue so to refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, claims based upon such negligence or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof, in writing, signed by all such persons. The rights of the Escrow Agent under this paragraph willful misconduct that are cumulative of all other rights which it may have, by law or otherwise. (g) Reasonable compensation for the escrow services herein required of the successfully asserted against Escrow Agent, if anythe other parties hereto shall jointly and severally indemnify and hold harmless Escrow Agent from and against any and all losses, shall be paid by Sellerliabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees, arising out of and in connection with this Escrow Agreement.