Escrow Agent's Liability. Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Escrow Agent. In the absence of bad faith, gross negligence or wilful misconduct on its part, Escrow Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to Escrow Agent. Escrow Agent may act upon any instrument, certificate, opinion or other writing believed by it in good faith and without gross negligence to be genuine, and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of the Agreement, except for its own bad faith, gross negligence or wilful misconduct. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. Escrow Agent may execute powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.
Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.
Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reason, except for its own negligence or willful misconduct.
Escrow Agent's Liability. 10.1 Escrow Agent shall not be liable for loss caused to the Owner or the Licensee either jointly or severally except for loss or damage to the Material to the extent that such loss or damage is caused by the negligent acts or omissions of Escrow Agent, its employees, agents or sub-contractors and in such event Escrow Agent's total liability in respect of all claims arising under or by virtue of this Agreement shall not (except in the case of claims for personal injury or death) exceed the sum of Pound Sterling 500,000.
Escrow Agent's Liability. Escrow Agent assumes no liability under this Agreement except as specifically set out herein. Escrow Agent is entitled to rely upon instructions given to it by the parties which, in the opinion of Escrow Agent, acting in good faith, are in accordance with the terms of this Agreement. If there is any dispute as to whether Escrow Agent is obligated to deliver the Escrowed Funds or any part thereof, or as to whom the Escrowed Funds or any part thereof are to be delivered, Escrow Agent will not be obligated to make any delivery of the Escrowed Funds, but in such event may hold the Escrowed Funds until receipt by Escrow Agent of an authorization in writing signed by both Escrowor and Escrowee, directing the disposition of the Escrowed Funds, or in the absence of such authorization, Escrow Agent may hold the Escrowed Funds until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun and diligently continued, Escrow Agent may bring an appropriate action or proceedings for leave to deposit the Escrowed Funds in court, pending such determination; and Escrowor and Escrowee agree to indemnify and save harmless Escrow Agent from all cost and expenses incurred by Escrow Agent in connection with any such proceeding or resolution of any dispute relating to the Escrowed Funds, whether such proceeding is brought by Escrow Agent or some other person. In making delivery of the Escrowed Funds in the manner provided for in this Agreement, Escrow Agent shall have no further liability in the matter.
Escrow Agent's Liability. The Escrow Agent's obligations and duties in connection herewith are confined to those specifically stated in this Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity or any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same. The Escrow Agent shall not be liable for any loss, which may occur, except for its own negligence or willful misconduct.
Escrow Agent's Liability. The Escrow Agent shall not be liable for any error of judgment or for any act done or omitted by it in good faith, or for anything which the Escrow Agent may in good faith do or refrain from doing in connection herewith, or for any negligence other than its gross negligence; no liability shall be incurred by the Escrow Agent, if, in the event of any dispute or question as to its duties or obligations hereunder, it acts in accordance with Paragraph 7. The Escrow Agent is authorized to act upon any document believed by it to be genuine and to be signed by the proper parties and shall incur no liability in so acting. WorldPort and the WWC Shareholder shall jointly and severally indemnify, defend and hold the Escrow Agent harmless from any and all loss, damage, or liability, and all expenses (including without limitation, reasonable legal costs and fees) except to the extent arising out of the gross negligence or bad faith of the Escrow Agent, incurred, arising out of, or in connection with, its entering into or performing its duties pursuant to this Agreement.
Escrow Agent's Liability. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and to be signed or presented by the proper person, and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Escrow Agreement, except for its own gross negligence or willful misconduct.
Escrow Agent's Liability. Escrow Agent shall have no liability whatsoever arising out of or in connection with its activity as escrow agent provided it does not act in bad faith and Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from all loss, cost, claim, damage, liability and expenses (including reasonable attorneys' fees) which may be incurred by reason of its acting as escrow agent unless caused by Escrow Agent's bad faith or willful disregard of the terms of this Holdback Agreement.
Escrow Agent's Liability. 7.1 The Escrow Agent shall have no liability and shall bear no obligations other than those expressly provided for herein. The Escrow Agent shall apply the terms and conditions of this Agreement strictly, and shall maintain strict neutrality with respect to the parties for the entire term of its assignment. The Escrow Agent shall not be held liable for any default on the part of any of the financial institutions having issued the Bank Guarantees upon First Demand, or any refusal on their part to fulfil their undertakings on any grounds whatsoever (other than a breach by the Escrow Agent of any undertakings expressly made herein); the Beneficiary hereby expressly undertakes not to invoke the Escrow Agent's liability in this connection. In such event, the Beneficiary shall bear sole responsibility for undertaking all necessary actions against the defaulting financial institution or Guarantor, and the Escrow Agent shall not be bound to undertake any actions against such financial institution or Guarantor, other than appeal or extension of the Bank Guarantees upon First Demand as provided for herein. Insofar as it is necessary to do so, the Escrow Agent hereby delegates all powers to the Beneficiary to act in its name before any courts having jurisdiction to obtain fulfilment of their undertakings by the financial institutions issuing the Bank Guarantees upon First Demand, and undertakes to facilitate all actions by the Beneficiary against such financial institutions.
