Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. The Escrow Agent hereby consents and agrees to all of the provisions hereof, and agrees to accept, as Escrow Agent hereunder, all cash and documents deposited hereunder, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be deposited with it hereunder and to dispose of the same in accordance with the terms hereof. The Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority of such officer or partner or the correctness of the facts stated in said instrument. By acceptance of this agreement, Escrow Agent agrees to use its best judgment and good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder.

Liability of Escrow Agent. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent hereby consents and agrees to all shall not be liable for any Loss which it may incur as a result of the provisions hereof, and agrees to accept, serving as Escrow Agent hereunder, all cash and documents deposited hereunderexcept for any Loss arising out of its willful default or gross negligence. Accordingly, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities (ii) to any action taken or omitted to be taken in reliance upon any document, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have no obligation been signed or liability hereunder except as presented by a proper person or persons and to conform with the provisions of this Agreement or (iii) failure, insolvency, or inability of the depositary to retain pay said funds upon demand for withdrawal; or (iv) levies by taxing authorities based upon the cash taxpayer identification number used to establish this interest bearing account. Transferor and Transferee, hereby agree, jointly and severally, to indemnify and hold harmless Escrow Agent against any and all Losses which may be deposited with it hereunder and to dispose of the same in accordance with the terms hereof. The imposed upon or incurred by Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority of such officer or partner or the correctness of the facts stated in said instrument. By acceptance of this agreement, connection with its serving as Escrow Agent agrees to use its best judgment and good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts any Loss arising out of its willful default or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereundernegligence.

Liability of Escrow Agent. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent hereby consents and agrees to all shall not be liable for any Loss which it may incur as a result of the provisions hereof, and agrees to accept, serving as Escrow Agent hereunder, all cash and documents deposited hereunderexcept for any Loss arising out of its willful default or gross negligence. Accordingly, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities; or (ii) any action taken or omitted to be taken in reliance upon any document, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have no obligation been signed or liability hereunder except as presented by a proper person or persons and to conform with the provisions of this Agreement; or (iii) failure, insolvency, or inability of the depositary to retain pay said funds upon demand for withdrawal; or (iv) levies by taxing authorities based upon the cash taxpayer identification number used to establish an interest bearing account. Seller and Purchaser hereby agree, jointly and severally, to indemnify and hold harmless Escrow Agent against any and all Losses which may be deposited with it hereunder and to dispose of the same in accordance with the terms hereof. The imposed upon or incurred by Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority of such officer or partner or the correctness of the facts stated in said instrument. By acceptance of this agreement, connection with its serving as Escrow Agent agrees to use its best judgment and good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts any Loss arising out of its willful default or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereundernegligence.

Liability of Escrow Agent. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent hereby consents and agrees to all shall not be liable for any Loss which it may incur as a result of the provisions hereof, and agrees to accept, serving as Escrow Agent hereunder, all cash and documents deposited hereunderexcept for any Loss arising out of its willful default or gross negligence. Accordingly, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities; or (ii) any action taken or omitted to be taken in reliance upon any document, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have no obligation been signed or liability hereunder except as presented by a proper person or persons and to conform with the provisions of this Agreement; or (iii) failure, insolvency, or inability of the depositary to retain pay said funds upon demand for withdrawal; or (iv) levies by taxing authorities based upon the cash taxpayer identification number used to establish an interest bearing account. Seller and Purchaser, hereby agree, jointly and severally, to indemnify and hold harmless Escrow Agent against any and all Losses which may be deposited with it hereunder and to dispose of the same in accordance with the terms hereof. The imposed upon or incurred by Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority of such officer or partner or the correctness of the facts stated in said instrument. By acceptance of this agreement, connection with its serving as Escrow Agent agrees to use its best judgment and good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts any Loss arising out of its willful default or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereundernegligence.

Liability of Escrow Agent. The Escrow Agent hereby consents may act in reliance upon any writing or instrument or signature which it believes to be genuine, may assume the validity and agrees accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to all of give any writing, notice, advice, or instruction in connection with the provisions hereofhereof have been duly authorized to do so; provided such writing, notice, advice, or instruction is given pursuant to any escrow agreement among the Escrow Agent, the Purchasers and agrees to accept, as Escrow Agent hereunder, all cash and documents deposited hereunder, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereofCompany. It is agreed that the The Escrow Agent shall have no obligation not be liable in any manner for the sufficiency or liability correctness as to form, manner, and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder except shall be limited to the safekeeping of the Purchaser Deposit received by it as a depositary to retain such escrow holder and for the cash which may be deposited with it hereunder and to dispose disposition of the same in accordance with the terms hereofthis Section 11. The Escrow Agent shall not otherwise be entitled to rely and act upon liable for any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority mistakes of such officer fact or partner error of judgment or the correctness of the facts stated in said instrument. By acceptance of this agreement, Escrow Agent agrees to use its best judgment and good faith in the performance of for any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts of any kind unless caused by willful misconduct or omissions which may result from its gross negligence or willful misconductas determined by a court of competent jurisdiction. Upon disposition by The Company and Purchasers agree that the Escrow Agent, in accordance with the terms hereof, obligations of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunderterminate upon the Escrow Agent transferring the Escrow Deposit held by it pursuant to the terms of this Section 11.

Liability of Escrow Agent. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent hereby consents and agrees to all shall not be liable for any Loss which it may incur as a result of the provisions hereof, and agrees to accept, serving as Escrow Agent hereunder, all cash and documents deposited hereunderexcept for any Loss arising out of its willful default or gross negligence. Accordingly, and agrees to hold and dispose of said cash and documents deposited hereunder in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities (ii) to any action taken or omitted to be taken in reliance upon any document, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have no obligation been signed or liability hereunder except as presented by a proper person or persons and to conform with the provisions of this Agreement or (iii) failure, insolvency, or inability of the depositary to retain pay said funds upon demand for withdrawal; or (iv) levies by taxing authorities based upon the cash taxpayer identification number used to establish this interest bearing account. Transferor, Transferee, SSLII and New Investor hereby agree, jointly and severally, to indemnify and hold harmless Escrow Agent against any and all Losses which may be deposited with it hereunder and to dispose of the same in accordance with the terms hereof. The imposed upon or incurred by Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner thereof and shall not be required to inquire into the authority of such officer or partner or the correctness of the facts stated in said instrument. By acceptance of this agreement, connection with its serving as Escrow Agent agrees to use its best judgment and good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts any Loss arising out of its willful default or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunder, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereundernegligence.

Liability of Escrow Agent. The Escrow Agent hereby consents and agrees to all of the provisions hereof, and agrees to accept, as Escrow Agent hereunder, all cash and documents deposited hereunderEscrowed Funds, and agrees to hold and dispose of said cash and documents deposited hereunder the Escrowed Funds in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be deposited with it hereunder Escrowed Funds and to dispose of the same in accordance with the terms hereof. The Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if from a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner or authorized representative thereof and shall not be required to inquire into the authority of such officer or partner representative or the correctness of the facts stated in said instrument. By acceptance of this agreementthese Instructions, Escrow Agent agrees to use its best judgment and act in good faith in the performance of any of its obligations and duties under this Agreement these Instructions and shall incur no liability to any person for its acts or omissions hereunder, except for those acts or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunderEscrowed Funds, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder.

Liability of Escrow Agent. The Escrow Agent hereby consents and agrees to all of the provisions hereof, and agrees to accept, as Escrow Agent hereunder, all cash and documents deposited hereunderEscrowed Funds, and agrees to hold and dispose of said cash and documents deposited hereunder the Escrowed Funds in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be deposited with it hereunder Escrowed Funds and to dispose of the same in accordance with the terms hereof. The Escrow Agent has no duty or obligation to independently verify use of the disbursed Escrowed Funds. Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if from a corporationcorporation or other entity, purporting to be executed by an officer thereofofficer, and if a partnershipmember, purporting to be executed by a general partner manager or authorized representative thereof and shall not be required to inquire into the authority of such officer officer, member, manager or partner representative or the correctness of the facts stated in said instrument. By acceptance of executing this agreementAgreement, Escrow Agent agrees to use its best judgment and act in good faith in the performance of any of its obligations and duties under this Agreement and shall incur no liability to any person for its acts or omissions hereunder, except for those acts or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunderEscrowed Funds, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder.

Liability of Escrow Agent. The Escrow Agent hereby consents and agrees to all of the provisions hereof, and agrees to accept, as Escrow Agent hereunder, all cash and documents deposited hereunderEscrowed Funds, and agrees to hold and dispose of said cash and documents deposited hereunder the Escrowed Funds in accordance with the terms and provisions hereof. It is agreed that the Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be deposited with it hereunder Escrowed Funds and to dispose of the same in accordance with the terms hereof. The Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if from a corporation, purporting to be executed by an officer thereof, and if a partnership, purporting to be executed by a general partner or authorized representative thereof and shall not be required to inquire into the authority of such officer or partner representative or the correctness of the facts stated in said instrument. By acceptance of this agreementthese Instructions, Escrow Agent agrees to use its best judgment and act in good faith in the performance of any of its obligations and duties under this Agreement these Instructions and shall incur no liability to any person for its acts or omissions hereunder, except for those acts or omissions which may result from its gross negligence or willful misconduct. Upon disposition by the Escrow Agent, in accordance with the terms hereof, of the cash deposited with the Escrow Agent hereunderEscrowed Funds, the Escrow Agent shall be fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder.