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 may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of 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. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential losses or damages of any kind whatsoever (including but not limited to 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.

Limitation of Escrow Agent’s Liability. 5.1. a. The Escrow Agent undertakes shall incur no liability with respect to perform such duties as are specifically set forth any action taken or omitted to be taken by it 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 may rely upon and shall not be liable for acting or refraining from acting reliance upon any written notice, instruction direction, instruction, (including without limitation, wire transfer instructions, whether incorporated herein or request furnished to it hereunder and provided in a separate written 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. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to have lost profits) whatsoever, even if the Escrow Agent has been signed informed of the likelihood of such loss or presented by damage and regardless of the proper party or partiesform of action. The Escrow Agent shall not be under no duty to inquire into responsible for the validity or investigate the validity, accuracy or content sufficiency of any such documentthis Agreement. In all questions arising under this the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, including in-house counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon on such advice the Escrow Agent shall not be liable to anyone. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the The Escrow Agent shall not be liable for special, indirect or consequential losses or damages of required to take any kind whatsoever (including but not limited to lost profits), even if action hereunder involving any expense unless the Escrow Agent has been advised of the likelihood payment of such loss expense is made or damage and regardless of the form of actionprovided for in a manner reasonably satisfactory to it.

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 documentdocument notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent may rely upon and shall not be liable incur no liability with respect to any action taken by it or for acting or refraining from acting any inaction on its part in reliance upon any written notice, instruction direction, instruction, consent, statement or request furnished to it hereunder and other document believed by it to be genuine and to have been signed duly authorized, nor for any other action or presented by inaction except for its own willful misconduct or negligence. In no event shall the proper party Escrow Agent be liable for punitive, incidental or partiesconsequential damages. The Escrow Agent may rely on and use the Stock Powers and shall not be under no duty to inquire into or investigate the validity, accuracy or content of any such documentliable in connection therewith. In all questions arising under this Escrow Agreement, the Escrow Agent may rely on the advice of 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. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the The Escrow Agent shall not be liable for special, indirect or consequential losses or damages of required to take any kind whatsoever (including but not limited to lost profits), even if action hereunder involving any expense unless the Escrow Agent has been advised of the likelihood payment of such loss expense is made or damage and regardless of the form of actionprovided for in a manner reasonably satisfactory to it.