Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (II) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Subscriber or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ia) any act or failure to act made or omitted in good faith, or (IIb) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Company or any Party investor in the Company’s shares (each, a “Party”) for damagesconsequential damages (including, without limitation lost profits), losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action act taken, suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Company or any Party investor in Company’s shares for damagesconsequential damages (including, without limitation lost profits), losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action act taken, suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (II) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s 's authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser or any Party party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ia) any act or failure to act made or omitted in good faith, or (IIb) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Amended Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Company or any Party investor in the Company’s shares (each, a “Party”) for damagesconsequential damages (including, without limitation lost profits), losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including but not limited to, any written statement or affidavit provided for in this Amended Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Amended Agreement and shall be fully protected in any action act taken, suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Amended Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Company or any Party Subscriber for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. In no event shall the Escrow Agent be liable for punitive, incidental or consequential damages. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (II) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the reasonable advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party Party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Subscriber or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Agreement, the Escrow Agent shall not be liable to the CompanyPurchasers or the Sellers for consequential damages (including, any subscriber/purchaser or any Party for damages, losses, or expenseswithout limitation lost profits), except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any action act taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement (“Agreement”), the Escrow Agent (“Agent”) shall not be liable to the Company, any subscriber/purchaser or any Party for consequential damages, (including, without limitation lost profits) losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (II) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s duties under this Agreement and shall be fully protected in any action act taken, suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the CompanyCorporation, the Corporation, any subscriber/purchaser Subscriber or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (II) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Subscriber or any Party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (I) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of Escrow Agent. In performing any duties under the Escrow this Agreement, the Escrow Agent shall not be liable to the Company, any subscriber/purchaser Company or any Party investor in the Company’s shares (each, a “Party”) for damagesconsequential damages (including, without limitation lost profits), losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (Ii) any act or failure to act made or omitted in good faith, or (IIii) any action taken or omitted in reliance upon any instrument, including but not limited to, any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent’s 's duties under this Agreement and shall be fully protected in any action act taken, suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.