Common use of Limitation of Escrow Agent’s Liability Clause in Contracts

Limitation of Escrow Agent’s Liability. (a) Except for Escrow Agent’s gross negligence or willful misconduct, Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or any notice or demand given to it or for the form of execution of any such instrument, notice or demand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (b) Escrow Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document reasonably believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so; or (ii) in otherwise acting or failing to act under this Agreement, except in the case of Escrow Agent’s gross negligence or willful misconduct. (c) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by each of the other parties hereto and a copy thereof has been received by Escrow Agent. (d) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement. (e) Subject to Section 7 hereof, Parent, on the one hand, and the Representatives, on the other hand, the parties hereto further agree to equally indemnify Escrow Agent from and against any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees which may be asserted against it or to which it may be exposed or may incur by reason of its performance hereunder, except when such performance was grossly or willfully negligent.

Limitation of Escrow Agent’s Liability. (a) Except for The sole duty of the Escrow Agent’s gross negligence or willful misconduct, other than as herein specified, shall be to receive and hold the Escrow Shares, subject to disbursement in accordance with this Escrow Agreement, and the Escrow Agent shall be under no duty to determine whether Parent, the Escrow Shareholder Representative or the Designated Shareholders are complying with the requirements of this Escrow Agreement or any other agreement. Parent and Designated Shareholders acknowledge and agree that the Escrow Agent (i) shall not be responsible or liable in for any manner whatsoever of the agreements referred to herein but shall be obligated only for the sufficiency, correctness, genuineness or validity performance of any instrument deposited with it, or any notice or demand given to it or for the form of execution of any such instrument, notice or demand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (b) Escrow Agent shall not have any duties or responsibilities except those expressly as are specifically set forth in this Agreement Escrow Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall not incur any liability: (i) be protected in acting or refraining from acting upon any signature, written notice, demandinstruction, requestinstrument, waiverstatement, consent, receipt or other paper request or document reasonably furnished to it hereunder and believed by Escrow Agent it to be genuine and Escrow Agent to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (iv) may assume that any person purporting consult counsel satisfactory to give it any notice on behalf it, and the opinion of such counsel, shall be full and complete authorization and protection in respect of any party action taken, suffered or omitted by it hereunder in good faith and in accordance with the provisions hereof has been duly authorized to do so; or (ii) in otherwise acting or failing to act under this Agreement, except in the case opinion of Escrow Agent’s gross negligence or willful misconductsuch counsel. (c) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by each of the other parties hereto and a copy thereof has been received by Escrow Agent. (d) Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement. (e) Subject to Section 7 hereof, Parent, on the one hand, and the Representatives, on the other hand, the parties hereto further agree to equally indemnify Escrow Agent from and against any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees which may be asserted against it or to which it may be exposed or may incur by reason of its performance hereunder, except when such performance was grossly or willfully negligent.

Limitation of Escrow Agent’s Liability. The Escrow Agent: (a) Except shall incur no liability under this Agreement for Escrow Agent’s gross negligence or willful misconduct, Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with itact, or any notice omission to act, under this Agreement if taken, or demand given to it or for the form of execution of any such instrumentomitted, notice or demand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act.in good faith; (b) shall be under no responsibility in respect of the sufficiency of the interest earned on the Escrow Agent shall not have any duties or responsibilities except those expressly set forth in Amount; (c) may employ experts, advisors and counsel and act on the advice of such Persons to carry out the terms of this Agreement and shall not incur any liability: (i) be fully protected in acting upon in accordance with such advice; (d) shall not be required to defend any signaturelegal proceedings which may be instituted against it in respect of anything herein contained unless requested so to do by a Party and provided that the Escrow Agent is indemnified to its reasonable satisfaction against the cost and expense of such defence; (e) shall have no responsibility for, noticeand shall have no duty to inquire into, demandthe genuineness, requestvalidity or veracity of any direction, waiverletter, consent, receipt or other paper instrument or document delivered to it, including, a Joint Direction, and shall be fully protected in acting in accordance with any written instructions given to it under this Agreement reasonably believed by Escrow Agent it to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with have been signed by the provisions hereof has been duly authorized to do soproper Person, Party or Parties; or (ii) in otherwise acting or failing to act under this Agreement, except in the case of Escrow Agent’s gross negligence or willful misconduct.and (cf) Escrow Agent shall not be bound by any modification, cancellation agreement or rescission of this Agreement unless contract (except for the same is in writing Purchase Agreement) between the Vendors and signed by each of the other parties hereto and a copy thereof has been received by Escrow Agent. Purchaser (d) whether or not the Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement. (e) Subject to Section 7 hereof, Parent, on the one handany knowledge thereof), and the Representatives, on duties of the other hand, the parties hereto further agree to equally indemnify Escrow Agent from shall be limited to those expressly set out in this Agreement and against any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees which may be asserted against it or to which it may be exposed or may incur by reason the Purchase Agreement. Table of its performance hereunder, except when such performance was grossly or willfully negligent.Contents

Limitation of Escrow Agent’s Liability. (a) Except for The Escrow Agent’s gross negligence Agent undertakes to perform such duties as are specifically set forth in this Agreement only, each of which are ministerial in nature, and shall have no duty under, or willful misconductobligation to determine compliance with, any other agreement or document notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be responsible or liable in any manner whatsoever except for the sufficiency, correctness, genuineness or validity performance of any instrument deposited with it, or any notice or demand given to it or for the form of execution of any such instrument, notice or demand or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act. (b) Escrow Agent shall not have any duties or responsibilities except those expressly as are specifically set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document reasonably believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so; or (ii) in otherwise acting or failing to act under this Agreement, except in and no implied covenants or obligations shall be read into this Agreement against the case of Escrow Agent’s gross negligence or willful misconduct. (c) . The Escrow Agent shall not be bound deemed to be a fiduciary and shall incur no liability with respect to any action taken by it or for any modificationinaction on its part in reliance upon any notice, cancellation direction, instruction, consent, statement or rescission of this Agreement unless the same is in writing other document believed by it to be genuine and signed by each of the duly authorized, nor for any other parties hereto and a copy thereof has been received by Escrow Agent. (d) action or inaction except for its own willful misconduct or negligence. The Escrow Agent has executed this Agreement for shall be under no duty to inquire into or investigate the sole purpose validity, accuracy or content of agreeing to act as any such in accordance with the terms of this Agreement. (e) Subject to Section 7 hereof, Parent, on the one hand, and the Representatives, on the other hand, the parties hereto further agree to equally indemnify document. The Escrow Agent from and against shall have no duty to solicit any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees items which may be asserted against due it hereunder. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or to which it may suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be exposed or may incur by reason of its performance hereunder, except when such performance was grossly or willfully negligent.liable