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

Limitation of Escrow Agent’s Liability. The Escrow Agent: (a) shall incur no liability under this Agreement for any act, or omission to act, under this Agreement if taken, or omitted, in good faith; (b) shall be under no responsibility in respect of the sufficiency of the interest earned on the Escrow 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 be fully protected in acting in accordance with such advice; (d) shall not be required to defend any legal 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, and shall have no duty to inquire into, the genuineness, validity or veracity of any direction, letter, 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 it to have been signed by the proper Person, Party or Parties; and (f) shall not be bound by any agreement or contract (except for the Purchase Agreement) between the Vendors and the Purchaser (whether or not the Escrow Agent has any knowledge thereof), and the duties of the Escrow Agent shall be limited to those expressly set out in this Agreement and the Purchase Agreement. Table of Contents

Limitation of Escrow Agent’s Liability. The sole duty of the Escrow Agent: (a) , other than as herein specified, shall incur no liability under be to receive and hold the Escrow Shares, subject to disbursement in accordance with this Agreement for any actEscrow Agreement, or omission to act, under this Agreement if taken, or omitted, in good faith; (b) and the Escrow Agent shall be under no responsibility in respect of the sufficiency of the interest earned on duty to determine whether Parent, the Escrow Amount; (c) may employ experts, advisors and counsel and act on Shareholder Representative or the advice of such Persons to carry out Designated Shareholders are complying with the terms requirements of this Escrow Agreement or any other agreement. Parent and shall be fully protected in acting in accordance with such advice; Designated Shareholders acknowledge and agree that the Escrow Agent (di) shall not be required responsible for any of the agreements referred to defend herein but shall be obligated only for performance of such duties as are specifically set forth in this Escrow Agreement; (ii) shall not be obligated to take any legal proceedings or other action hereunder which may be instituted against might in its judgment involve any expense or liability unless 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 forbeen furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no duty to inquire intoresponsibility for determining the accuracy thereof, the genuineness, validity or veracity of any direction, letter, instrument or document delivered and (iv) may consult counsel satisfactory to it, includingand the opinion of such counsel, a Joint Direction, and shall be fully protected full and complete authorization and protection in acting respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with any written instructions given to it under this Agreement reasonably believed by it to have been signed by the proper Person, Party or Parties; and (f) shall not be bound by any agreement or contract (except for the Purchase Agreement) between the Vendors and the Purchaser (whether or not the Escrow Agent has any knowledge thereof), and the duties opinion of the Escrow Agent shall be limited to those expressly set out in this Agreement and the Purchase Agreement. Table of Contentssuch counsel.