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

Limitation of Escrow Agent’s Liability. 5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed), and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone.

Appears in 2 contracts

Samples: Escrow Agreement (Quikbyte Software Inc), Escrow Agreement (Quikbyte Software Inc)

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Limitation of Escrow Agent’s Liability. 5.1 6.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc), Escrow Agreement (Siebel Systems Inc)

Limitation of Escrow Agent’s Liability. 5.1 4.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow AgreementAgreement and/or its interpretation hereof in conjunction with the Acquisition Agreements, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement (RumbleON, Inc.)

Limitation of Escrow Agent’s Liability. 5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document reasonably believed by it it, and in all instances in good faith faith, to be genuine and duly authorized, nor for any other action or inaction except for its own gross negligence negligence, bad faith or willful misconduct. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice advice, the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NeoStem, Inc.), Escrow Agreement (NeoStem, Inc.)

Limitation of Escrow Agent’s Liability. 5.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it him or for any inaction on its his part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it him in good faith to be genuine and duly authorized, nor for any other action or inaction except for its his own gross negligence or willful misconduct. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages, except for in the case of gross negligence or willful misconduct by the Escrow Agent.

Appears in 1 contract

Samples: Escrow Agreement (CorMedix Inc.)

Limitation of Escrow Agent’s Liability. 5.1 (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vaxgen Inc)

Limitation of Escrow Agent’s Liability. 5.1 4.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Securities Purchase Agreement (Brand Engagement Network Inc.)

Limitation of Escrow Agent’s Liability. 5.1 7.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Graphon Corp/De)

Limitation of Escrow Agent’s Liability. 5.1 (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document (other than the Purchase Agreement), and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Greenman Technologies Inc)

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Limitation of Escrow Agent’s Liability. 5.1 (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document (other than the License), and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Greenman Technologies Inc)

Limitation of Escrow Agent’s Liability. 5.1 4.1. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement and/or its interpretation hereof in conjunction with the Purchase Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Imation Corp)

Limitation of Escrow Agent’s Liability. 5.1 4.1 The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement and/or its interpretation hereof in conjunction with the Purchase Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Borqs Technologies, Inc.)

Limitation of Escrow Agent’s Liability. 5.1 (a) The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document (other than the Exchange Agreement), and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Greenman Technologies Inc)

Limitation of Escrow Agent’s Liability. 5.1 5.1. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement only and shall have no duty under any other agreement or document document, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other 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. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of counsel (whether such counsel shall be regularly retained or specifically employed)counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable to anyone. In no event shall the Escrow Agent be liable for incidental, punitive or consequential damages.

Appears in 1 contract

Samples: Escrow Agreement (Ibf Vi Guaranteed Income Fund)

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