Common use of Exculpation of Escrow Agent Clause in Contracts

Exculpation of Escrow Agent. The parties acknowledge that the Escrow Agent is acting at their request and convenience and solely as a stakeholder, that the Escrow Agent shall not be deemed to be the agent of either of the parties and that the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser hereby jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses (including reasonable attorneys’ fees) incurred in connection with the performance by Escrow Agent of its duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of Escrow Agent; provided however, that as between Seller and Purchaser, no such advance costs, claims and expenses as the result of any dispute or litigation between them shall be without prejudice to such party’s right to recover such amount as damages from the breaching party.