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

Limitation of Escrow Agent’s Liability. (a) Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. Escrow Agent will have no duty to inquire into or investigate the validity, accuracy or content of any document delivered to it. Escrow Agent will not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, Escrow Agent may rely on the advice or opinion of its counsel, and for anything done, omitted or suffered in good faith by Escrow Agent based on such advice, Escrow Agent will not be liable to anyone. Escrow Agent will 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 satisfactory to it.

Appears in 2 contracts

Samples: Escrow Agreement (Crdentia Corp), Escrow Agreement (Concur Technologies Inc)

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Limitation of Escrow Agent’s Liability. (a) 8.1 The Escrow Agent will 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 document documents believed by it to be genuine and duly authorized, nor for any other action or inaction, inaction except its own willful misconduct or gross negligence. The Escrow Agent will have no duty to inquire into or investigate the validity, accuracy or content of any document delivered to it. Escrow Agent will shall not be responsible for the validity or sufficiency of this AgreementAgreement or for any agreements referred to herein, but shall be obligated only for the performance of such duties as are specified as set forth herein. In all questions arising under this the Escrow Agreement, the Escrow Agent may rely on the advice or opinion of its counsel (including in-house counsel), and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, advice the Escrow Agent will shall not be liable to anyone. The Escrow Agent will 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flexiinternational Software Inc/Ct)

Limitation of Escrow Agent’s Liability. (a) Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. Escrow Agent will shall have no duty to inquire into or investigate the validity, accuracy or content of or any document delivered to it. Escrow Agent will not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, Escrow Agent may rely on the advice or opinion of its counsel, and for anything done, omitted or suffered in good faith by Escrow Agent based on such advice, Escrow Agent will not be liable to anyone. Escrow Agent will not be required to take any action hereunder involving any its expense unless the payment of such expense is made or provided for in a manner satisfactory to it.

Appears in 1 contract

Samples: Escrow Agreement (Carreker Antinori Inc)

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent will 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 document documents believed by it to be genuine and duly authorized, nor for any other action or inaction, inaction except its own willful misconduct or gross negligence. The Escrow Agent will shall have no duty to inquire into or investigate the validity, accuracy or content of any document delivered to it. it nor shall the Escrow Agent will not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice or opinion of its counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, advice the Escrow Agent will shall not be liable to anyone. The Escrow Agent will 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.

Appears in 1 contract

Samples: Escrow Agreement (Nichols Robert D)

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Limitation of Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent will shall have no duty to inquire into or investigate the validity, accuracy or content of any document delivered to it. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice or opinion of its counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Integrated Systems Inc)

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