Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. The Escrow Agent undertakes to perform only the duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. Escrow Agent shall have no duty to enforce any obligation of any other 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 other person to perform any other act. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. The Escrow Agent is not a party to the Purchase Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Purchase Agreement. The Escrow Agent shall not be liable to any other party hereto or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence, willful misconduct or bad faith was the cause of any loss suffered by such party. The Escrow Agent’s sole responsibility shall be for the safekeeping and releasing of the Purchase Price in accordance with the terms of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Liability of the Escrow Agent. The Escrow Agent undertakes to perform only the duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. Escrow Agent shall have no duty to enforce any obligation of any other 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 other person to perform any other act. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. The Escrow Agent is not a party to the Purchase Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Purchase Agreement. The Escrow Agent shall not be liable to any other party Party hereto or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence, willful misconduct or bad faith was the cause of any loss suffered by such partyParty. The Escrow Agent’s sole responsibility shall be for the safekeeping and releasing of the Purchase Price cash held in the escrow account in accordance with the terms of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Liability of the Escrow Agent. The It is agreed that the duties of the Escrow Agent undertakes to perform are only the duties such as are expressly set forth herein specifically provided, being purely ministerial in nature, and it shall incur no other duties and obligations (fiduciary or otherwise) liability whatsoever except for willful misconduct. It is understood that nothing in this Agreement shall be implied. preclude the Escrow Agent shall have no duty from acting as counsel to enforce the Borrower or the Guarantor. The Guarantor (i) agrees to hold the Lender harmless from and against any obligation liability of any other person nature whatsoever and (ii) releases, discharges and waives any claim and causes of action of whatever nature against the Lender that it may currently have available to make it or which may arise hereafter, absolute or contingent, known or unknown, arising out of or in connection with any payment action or deliveryomission to act by the Escrow Agent under or in connection with this Agreement, whether or to direct not the Escrow Agent would be liable hereunder, at law or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other actin equity. The Escrow Agent shall have be under no liability under and no duty to inquire as to the provisions responsibility in respect of any agreement (even though of the items deposited with it other than faithfully to follow the instructions herein contained. It may consult with counsel and shall be fully protected in any action taken in good faith, in accordance with such agreement advice. It shall not be required to defend any legal proceedings which may be referenced instituted against it in respect of the subject matter of this Agreement) other than this Agreement. The Escrow Agent Agreement unless it is not a party requested so to the Purchase Agreement, is not bound do by any of the parties hereto and it is indemnified to its terms, satisfaction against the cost and has not undertaken in any way to effectuate, implement or comply with the Purchase Agreementexpense of such defense. The Escrow Agent It shall not be liable required to any other party hereto or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence, willful misconduct or bad faith was the cause institute legal proceedings of any loss suffered by such partykind. The Escrow Agent’s sole It shall have no responsibility for the genuineness or validity of any document or other item deposited with it, and it shall be for the safekeeping and releasing of the Purchase Price fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the terms of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionproper parties.