Limitation of Escrow Agent’s Liability. (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.
Appears in 13 contracts
Samples: Escrow Agreement (Green Vision Biotechnology Corp.), Indemnification Share Escrow Agreement (Cur Media, Inc.), Escrow Agreement (Symbid Corp.)
Limitation of Escrow Agent’s Liability. (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.
Appears in 8 contracts
Samples: Indemnification Shares Escrow Agreement (Akoustis Technologies, Inc.), Buyside Indemnification Shares Escrow Agreement (Content Checked Holdings, Inc.), Cci Indemnification Shares Escrow Agreement (Content Checked Holdings, Inc.)
Limitation of Escrow Agent’s Liability. (a) 5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other documents document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own negligence or willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreementmisconduct. In all questions arising under the Escrow this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on upon such advice. The advice the Escrow Agent shall not be required liable to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to itanyone. In no event shall the Escrow Agent be liable for indirectincidental, punitive, special punitive or consequential damages.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Akerna Corp.), Escrow Agreement (Chelsea Worldwide Inc.), Escrow Agreement (180 Life Sciences Corp.)
Limitation of Escrow Agent’s Liability. (a) 5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other documents document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence or willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreementmisconduct. In all questions arising under the Escrow this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on upon such advice. The advice the Escrow Agent shall not be required liable to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to itanyone. In no event shall the Escrow Agent be liable for indirectincidental, punitive, special punitive or consequential damages.
Appears in 4 contracts
Samples: Escrow Agreement (NeoStem, Inc.), Escrow Agreement (NeoStem, Inc.), Escrow Agreement (NeoStem, Inc.)
Limitation of Escrow Agent’s Liability. (a) 6.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Agreement only and shall have no duty under any other agreement or document, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other documents document believed by it in good faith to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence or willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreementmisconduct. In all questions arising under the Escrow this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on upon such advice. The advice the Escrow Agent shall not be required liable to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to itanyone. In no event shall the Escrow Agent be liable for indirectincidental, punitive, special punitive or consequential damages.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Photon Dynamics Inc), Retention Escrow Agreement (Commerce Energy Group Inc), Skipping Stone Stockholder Escrow Agreement (Commerce Energy Group Inc)
Limitation of Escrow Agent’s Liability. (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instructioninstruction (including without limitation wire transfer instructions), consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel (which may include in-house counsel), and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.
Appears in 1 contract
Samples: Escrow Agreement (Open Market Inc)
Limitation of Escrow Agent’s Liability. (a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Indemnifying Escrow Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.
Appears in 1 contract
Samples: Indemnifying Escrow Agreement (Oxford Ventures Inc)