Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. Escrow Agent shall be liable only for its bad faith, willful misconduct or gross negligence and not for any act done or omitted by it hereunder in good faith. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the extent practicable, give each of the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in this Agreement); provided, further, that Escrow Agent shall not be required to give any such notice if, in its reasonable judgment, a delay in complying or obeying any such law, order, judgment, decree, or regulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any of the parties hereto or to any other person even if such law, order, judgment, decree, or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a law.

Liability of Escrow Agent. The Escrow Agent shall not be liable only for its bad faithany damage, loss or injury resulting from any action taken or omitted in the absence of gross negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction). In no event shall the Escrow Agent be liable for indirect, incidental, consequential, punitive or gross negligence special losses or damages (including but not limited to lost profits), regardless of the form of action and whether or not for any act done such losses or omitted by it hereunder in good faithdamages were foreseeable or contemplated. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the extent practicable, give each of the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided rely upon any instruction, notice, request or other instrument delivered to it without being required to determine the authenticity or validity thereof, or the truth or accuracy of any information stated therein. The Escrow Agent may act in this Agreement); providedreliance upon any signature believed by it to be genuine (including any signature affixed by DocuSign) and may assume that any person purporting to make any statement, furtherexecute any document, that or send any instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice of such counsel. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians and/or nominees. The Escrow Agent shall not be required to give incur any such notice ifliability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, in its reasonable judgmentwithout limitation, a delay in complying any provision of any present or obeying future law or regulation or any such lawact of any governmental authority, order, judgment, decreeany act of God or war or terrorism, or regulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any the unavailability of the parties hereto Federal Reserve Bank wire services or to any other person even if such law, order, judgment, decree, or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a lawelectronic communication facility).

Liability of Escrow Agent. The Escrow Agent shall not be liable only for its bad faithany damage, loss or injury resulting from any action taken or omitted in the absence of gross negligence or willful misconduct (as finally adjudicated by a court of competent jurisdiction). In no event shall the Escrow Agent be liable for indirect, incidental, consequential, punitive or gross negligence special losses or damages (including but not limited to lost profits), regardless of the form of action and whether or not for any act done such losses or omitted by it hereunder in good faithdamages were foreseeable or contemplated. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the extent practicable, give each of the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided rely upon any instruction, notice, request or other instrument delivered to it without being required to determine the authenticity or validity thereof, or the truth or accuracy of any information stated therein. The Escrow Agent may act in this Agreement); providedreliance upon any signature believed by it to be genuine (including any signature affixed by DocuSign) and may assume that any person purporting to make any statement, furtherexecute any document, that or send any instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may consult with counsel satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith and in accordance with the opinion and advice of such counsel. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians and/or nominees. The Escrow Agent shall not be required to give incur any such notice ifliability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, in its reasonable judgmentwithout limitation, a delay in complying any provision of any present or obeying future law or regulation or any such law, order, judgment, decreeact of any governmental authority,any act of God or war or terrorism, or regulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any the unavailability of the parties hereto Federal Reserve Bank wire services or to any other person even if such law, order, judgment, decree, or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a lawelectronic communication facility).

Liability of Escrow Agent. Escrow Agent shall be liable only for its bad faith, faith or willful misconduct or gross negligence and not for any act done or omitted by it hereunder in good faith. The parties hereto agree that Escrow Agent will not be called upon to construe any contract or instrument. Escrow Agent is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or arbitrator; provided, however, that Escrow Agent shall, to the extent practicable, give each of the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in this Agreement); provided, further, that Escrow Agent shall not be required to give any such notice if, in its reasonable judgment, a delay in complying or obeying any such law, order, judgment, decree, or regulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any of the parties hereto or to any other person even if such law, order, judgment, decree, or regulation is subsequently reversed, modified, annulled, set aside, vacated, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a law.

Liability of Escrow Agent. Escrow Agent shall not be liable only for its bad faith, willful misconduct or gross negligence and not for any act which Escrow Agent may do or omit to do hereunder while acting in good faith and in the exercise of his own judgment. Any act done or omitted by it hereunder in him pursuant to the advice of independent legal counsel shall be conclusive evidence of such good faith. The parties hereto agree that Escrow Agent will not may act in reliance upon any instrument or signature which he believes to be called upon genuine and may assume that any person purporting to construe any contract give notice or instrumentadvice or instructions in connection with the provisions hereof has been duly authorized to do so. Escrow Agent is authorized to comply with and obey lawsdisregard any directions, ordersinstructions, judgmentsnotices, decreescommunications, and regulations or information from any source whatsoever, excepting only a statement executed by Secured Party or a duly authorized agent of Secured Party or a judgment, order or decree of any governmental authority, court, tribunal, or arbitrator; provided, however, that . In any case in which Escrow Agent shall, to the extent practicable, give each of the other parties hereto reasonable notice of its intention to comply obeys or otherwise complies with or obey any such lawdirective, orderstatement, judgment, order or decree, or regulation and the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in this Agreement); provided, further, that Escrow Agent shall not be required to give any such notice if, in its reasonable judgment, a delay in complying or obeying any such law, order, judgment, decree, or regulation would prejudice any rights of Escrow Agent or subject it to any liability. If Escrow Agent complies with or obeys any such law, order, judgment, decree, or regulation, Escrow Agent shall not be liable to any person, by reason of the parties hereto such obedience or to any other person even if compliance notwithstanding that such lawdirective, orderstatement, judgment, decreeorder or decree may be subsequently withdrawn, or regulation is subsequently rescinded, reversed, modified, annulled, set asideaside or vacated, vacatedor, in the case of a judgment, order or decree, found to have been entered without jurisdiction, or found to be in violation of or beyond the scope of a constitution or a law.