Common use of Exculpation and Indemnification of Escrow Agent Clause in Contracts

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for written instructions given to the Escrow Agent by the Escrowing Party relating to the Escrowed funds, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and the Escrowing Party, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party Parties relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and any of the Escrowing PartyParties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party Company relating to the Escrowed funds, the Escrow Agent shall not be obligated to recognize any other agreement between or among the Company and the Escrowing PartyCompany, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any such payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsFunds as provided herein, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and Placement Agent, the Escrowing PartyCompany, or any Subscriber, notwithstanding that references hereto thereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act, and shall have no duty to accept in escrow the Shares or enforce any obligation with respect to such Shares. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for written instructions given amendments to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsthis Agreement referenced below, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and any of the Escrowing PartyParties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 6.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Company and the Escrowing Partyparties hereto, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, failure on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by Green and the Escrowing Party Required Investors (and if relevant the Placement Agent) relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any other agreement between or among the Company and parties hereto relating to the Escrowing Partysubject matter hereof, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties any party hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for joint written instructions given to the Escrow Agent by the Escrowing Party Lead Investor and the Company relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and the Escrowing Partyany other party, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsShares, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Company and the Escrowing Partyparties hereto, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party Purchasers relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Company and the Escrowing PartyPurchasers, notwithstanding that references hereto thereto may be made herein and whether or not it the Escrow Agent has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 5.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party Parties relating to the Escrowed Escrowed, funds, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and any of the Escrowing PartyParties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party ABM relating to the Escrowed funds, the Escrow Agent shall not be obligated to recognize any other agreement between or among ABM and/or the Company and the Escrowing PartyCompany, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 5.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person other than itself to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any other party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Company and the Escrowing Partyparties hereto, notwithstanding that references hereto thereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have haven no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for joint written instructions given to the Escrow Agent by the Escrowing Party escrowing parties relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Company and the Escrowing Partyescrowing parties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Party Parties relating to the Escrowed fundsFunds, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and any of the Escrowing PartyParties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

Exculpation and Indemnification of Escrow Agent. 4.1 (a) The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act, and shall have no duty to accept in escrow the Notes or enforce any obligation with respect to such Notes. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations under any such document. Except for written instructions given amendments to the Escrow Agent by the Escrowing Party relating to the Escrowed fundsthis Agreement referenced below, the Escrow Agent shall not be obligated to recognize any agreement between or among the Company and any of the Escrowing PartyParties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.