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

Limitation of Liability of Escrow Agent. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever in connection with its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, Escrow Agent shall not be liable under this Agreement, and the Town and PCW shall promptly replace the Easements, as the case may be, with newly executed documents. The terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation of Liability of Escrow Agent. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever in connection with its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, Escrow Agent shall not be responsible for the genuineness of any certificate or signature and may rely conclusively upon and shall be protected when acting upon any notice, affidavit, request, consent, instruction, check or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person or duly authorized or properly made. The Escrow Agent shall not be bound in any way by any agreement between Xxxxxxxx and Radtec (whether or not the Escrow Agent has knowledge thereof) and the only duties and responsibilities of the Escrow Agent shall be to hold the Escrow Funds received hereunder and to deliver and release such Escrow Funds in accordance with the terms of this Escrow Agreement. The Escrow Agent shall not be responsible or liable for any act or omission on its part in the performance of its duties as Escrow Agent under this Agreement, and Agreement except to the Town and PCW shall promptly replace the Easements, as the case may be, with newly executed documentsextent such act or omission constitutes bad faith or fraud or gross negligence or willful misconduct. The terms and Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Section 7 Escrow Agreement or its duties hereunder and it shall survive incur no liability and shall be fully protected in acting in accordance with the expiration advice of such counsel. Xxxxxxxx and Radtec each agree to indemnify, hold harmless and defend Escrow Agent, as to one-half each, from and against any and all losses, claims, liabilities and reasonable expenses of its counsel, which it may incur hereunder or earlier termination of this Agreementin connection herewith, except such as shall result solely and directly from Escrow Agent's own gross negligence or willful misconduct.

Limitation of Liability of Escrow Agent. In performing 1. The Escrow Parties agree: (i) in holding the Investment, Escrow Agent is acting as a stakeholder at the request of and as an accommodation to the Escrow Parties and Escrow Agent is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of its any agreement by, between or among the Escrow Parties; (ii) Escrow Agent will deposit the Investment in a segregated interest-bearing account; (iii) jointly and severally to indemnify and hold harmless Escrow Agent from any loss, claim, expense or damage (including reasonable attorneys' fees) incurred in connection with the performance of Escrow Agent's duties hereunder, except for Escrow Agent's willful misconduct or gross negligence (and their signature to this Escrow Letter, Xxxxxxx Xxxxx and Xxxxx Xxxxxxx agree to be jointly and severally and directly liable for Sponsor's obligations under this clause and by his signature to this Escrow Letter, Xxxxxxx Xxxxxx agrees to be directly liable for Investor's obligations under this clause); (iv) Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted be protected in good faith or (ii) any action taken or omitted in reliance acting upon any instrumentwritten notice, including any written notice request, waiver, consent, certificate, receipt, authorization, power of attorney or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, other document which Xxxxxx Escrow Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, genuine and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that what it purports to be; (v) Escrow Agent shall incur no liability whatsoever in connection may, at its own expense, consult with its good faith performance under this Agreement, legal counsel (at the joint and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the several reasonable cost and expense of defending itself against the Escrow Parties) in the event of any claim dispute or liability, except that questions as to the construction of any of the provisions hereof or its duties hereunder; and it shall be fully protected in acting in accordance with the opinion and instruction of such counsel; (ivi) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall not be entitled to rely upon responsible in any manner for the authenticity validity or sufficiency of any signature and cash, instruments, wire transfer or any other property delivered to it hereunder, or for the genuineness and validity value or collectability of any writing check or other instrument so delivered or for any representation made or obligations assumed by any Escrow Party and nothing herein shall be deemed to obligate Escrow Agent to deliver any cash or wire any funds or release any documents unless the same shall have first been received by Escrow Agent relating pursuant to this Agreement either through third-party attorneys retained by Xxxxxx Agent Escrow Letter; and (vii) in the event of a dispute among or through attorneys at between any of the Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Parties, Escrow Agent may resign and be discharged at its option take any of its duties hereunder by giving not less than ten the following actions (10A) days written notice continue to hold the Investment pursuant to the Town terms hereof, or (B) at the joint and PCW. In such eventseveral cost and expense of the Escrow Parties, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deposit or deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from Investment into a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration Upon such deposit or delivery of the Escrow, if Escrow Agent misplaces or cannot locate any of the EasementsInvestment in accordance with (B), Escrow Agent shall not be liable relieved and discharged of any further obligations and responsibilities under this Agreement, Escrow Letter. 2. In addition to serving as counsel to Sponsor in connection with this Agreement and the Town and PCW shall promptly replace transactions contemplated thereunder, the Easements, Parties agree that KBTF will be serving as the case may be, Escrow Agent for the Parties under the Agreement. Investor hereby agrees that it will not use the fact that KBTF is serving in the dual roles of counsel to Sponsor and Escrow Agent for the Parties as the basis to seek to disqualify or otherwise interfere with newly executed documents. The terms and provisions KBTF from its representation of this Section 7 shall survive the expiration or earlier termination of this AgreementSponsor.

Limitation of Liability of Escrow Agent. Notwithstanding --------------------------------------- anything to the contrary in this Escrow Agreement, the Escrow Agent is entering into this Escrow Agreement, and in its capacity as Escrow Agent performing the obligations and exercising the rights hereunder solely as Escrow Agent under this Escrow Agreement, pursuant to instructions contained in this Escrow Agreement and not in its individual or corporate capacity. In performing no case whatsoever shall the Escrow Agent (or any entity acting as successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) be personally liable on, or in respect of, any of the obligations or duties of the Grantor, the Beneficiary under this Escrow Agreement, or for the payment of any fee, expense, cost, damage, claim, liability or other obligation arising out of or related to any of the foregoing (collectively, the "Escrow Obligations"). No recourse shall be had against the Escrow Agent (or any successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) in its duties corporate or individual capacities or against any stockholder, officer, director, employee or agent of the Escrow Agent or any successor Escrow Agent, co-escrow agent or separate Escrow Agent for the payment of any and all sums payable under the Escrow Obligations or for any claim, liability, damage, cost, expense, fee or other obligation based on or arising out of any provision thereof or on or out of any of the instruments and agreements to be executed, delivered and performed hereunder, as to all of which the Beneficiary and the Grantor agree to look solely to the Escrow Estate, except for any loss caused by the Escrow Agent's willful misconduct, negligence or lack of good faith. The obligation of the Escrow Agent to make any and all payments hereunder, or in respect of or under the Escrow Obligations of whatsoever nature, shall be solely from the Escrow Estate, and nothing herein shall be deemed to impose obligations on the Escrow Agent other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall not incur any liability have no responsibility to determine whether the Town Escrow Assets in the Escrow Account are sufficient or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect proper to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and secure the validity and effectiveness of its provisions, but also as to Grantor's liabilities under the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Indemnity Agreement. The Town Beneficiary's determination or reevaluation of the sufficiency of the Escrow Assets shall govern. Except as otherwise provided in Sections 5.7 and PCW do hereby jointly and severally agree that 10.1 of this Escrow Agreement, the Escrow Agent agrees that it shall incur have no liability whatsoever in connection with right against the Beneficiary or the Escrow Estate for any fee as compensation for its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding services hereunder or for any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability costs or expense expenses incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent it pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, Escrow Agent shall not be liable under this Agreement, and the Town and PCW shall promptly replace the Easements, as the case may be, with newly executed documents. The terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreementhereto.

Limitation of Liability of Escrow Agent. In performing any 11.1 The obligations of its duties hereunder, the Escrow Agent shall not incur any liability to be determined solely by the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the express provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever may act in reliance upon any writing, instrument, and/or signature, whether original or facsimile, which the Escrow Agent, in good faith, believes to be genuine, may assume the validity, truth, and accuracy of any statement or assertion contained in such a writing or instrument, and that any person purporting to give any writing, notice, advice, or instruction in connection with its good faith performance under this Agreement, and the provisions hereof has been duly authorized to do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of fundsso. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, The Escrow Agent shall not be liable under in any manner for the sufficiency or correctness as to form, manner or validity of any instrument deposited or delivered pursuant to this Agreement, nor as to the identity, authority, or right of any person executing the same. Without limiting the foregoing, the Escrow Agent shall have no responsibility to determine whether the holding, disbursement, payment or delivery of the contents of an Escrow Account is appropriate or required under the applicable documents. 11.2 The Escrow Agent has not examined and is in no way responsible for the contents of the Subscription Agreement or any of the other Subscription Documents. By accepting the position of Escrow Agent, the Escrow Agent and the Town Company agree that the Escrow Agent's duties and PCW shall promptly replace obligations are set forth solely in this Agreement and Escrow Agent has not evaluated the Easements, as merits of the case may be, with newly executed documentsOffering. The Company shall prevent any person or entity from using the Escrow Agent's name as an endorser of the Offering. The Escrow Agent has no responsibility for the Subscription Documents, the registration of the Shares to be offered in the Offering, or the propriety, content or form of any of the documents relevant to the Offering including the Pre-Effective Registration Statement, the Post-Effective Registration Statement, the exhibits to either of them, the validity of the Offering Shares, or the Subscription Documents. 11.3 The Escrow Agent shall have no liability or obligation with respect to the contents of the Escrow Accounts except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the contents of the Escrow Accounts in accordance with the terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement. 11.4 The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Without limiting the foregoing, the Escrow Agent shall not be charged with knowledge or notice of the Offering Documents or the Subscription Documents. 11.5 In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. 11.6 The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the contents of the Escrow Accounts, this Agreement, or the Subscription Documents, or to appear in, prosecute, or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Company shall promptly pay upon demand the reasonable fees and expenses of such counsel and its paraprofessionals. 11.7 The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court situated within the State of New Jersey with respect to the contents of the Escrow Accounts, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the contents of the Escrow Accounts is at any time attached, garnished, or levied upon under any order of any such court, or if the payment, assignment, transfer, conveyance, or delivery of the contents of the Escrow Accounts shall be stayed or enjoined by any order of any such court, or if any order, judgment, or decree shall be made or entered by any court affecting the contents of the Escrow Accounts, then in any such event, after a good faith effort to notify the Company, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment, or decree which it is advised by its legal counsel is binding upon the Escrow Agent without the need for appeal or other action. If the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment, or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limitation of Liability of Escrow Agent. In performing any 11.1 The obligations of its duties hereunder, the Escrow Agent shall not incur any liability to be determined solely by the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the express provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever may act in reliance upon any writing, instrument, and/or signature, whether original or facsimile, which the Escrow Agent, in good faith, believes to be genuine, may assume the validity, truth, and accuracy of any statement or assertion contained in such a writing or instrument, and that any person purporting to give any writing, notice, advice, or instruction in connection with its good faith performance under this Agreement, and the provisions hereof has been duly authorized to do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of fundsso. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, The Escrow Agent shall not be liable under in any manner for the sufficiency or correctness as to form, manner or validity of any instrument deposited or delivered pursuant to this Agreement, nor as to the identity, authority, or right of any person executing the same. Without limiting the foregoing, the Escrow Agent shall have no responsibility to determine whether the holding, disbursement, payment or delivery of the contents of an Escrow Account is appropriate or required under the applicable documents. 11.2 The Escrow Agent has not examined and is in no way responsible for the contents of the Subscription Agreement or any of the other Subscription Documents. By accepting the position of Escrow Agent, the Escrow Agent and the Town Company agree that the Escrow Agent's duties and PCW shall promptly replace obligations are set forth solely in this Agreement and Escrow Agent has not evaluated the Easements, as merits of the case may be, with newly executed documentsOffering. The Company shall prevent any person or entity from using the Escrow Agent's name as an endorser of the Offering. The Escrow Agent has no responsibility for the Subscription Documents, the registration of the Shares to be offered in the Offering, or the propriety, content or form of any of the documents relevant to the Offering including the Initial Registration Statement, the post-effective amendment to the Initial Registration Statement with respect to the Plan Prerequisites (the "Amended Registration Statement"), the exhibits thereto, the validity of the Registered Shares, or the Subscription Documents. 11.3 The Escrow Agent shall have no liability or obligation with respect to the contents of the Escrow Accounts except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the contents of the Escrow Accounts in accordance with the terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement. 11.4 The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. 11.5 The Escrow Agent is not familiar with, and has no knowledge of, either the Offering Documents or the Subscription Documents. 11.6 In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. 11.7 The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the contents of the Escrow Accounts, this Agreement, or the Subscription Documents, or to appear in, prosecute, or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Company shall promptly pay upon demand the reasonable fees and expenses of such counsel and its paraprofessionals. 11.8 The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court situated within the State of New Jersey with respect to the contents of the Escrow Accounts, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the contents of the Escrow Accounts is at any time attached, garnished, or levied upon under any order of any such court, or if the payment, assignment, transfer, conveyance, or delivery of the contents of the Escrow Accounts shall be stayed or enjoined by any order of any such court, or if any order, judgment, or decree shall be made or entered by any court affecting the contents of the Escrow Accounts, then in any such event, after a good faith effort to notify the Company, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment, or decree which it is advised by its legal counsel is binding upon the Escrow Agent without the need for appeal or other action. If the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment, or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limitation of Liability of Escrow Agent. In performing any 11.1. The obligations of its duties hereunder, the Escrow Agent shall not incur any liability to be determined solely by the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the express provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever may act in reliance upon any writing, instrument, and/or signature, whether original or facsimile, which the Escrow Agent, in good faith, believes to be genuine, may assume the validity, truth, and accuracy of any statement or assertion contained in such a writing or instrument, and that any person purporting to give any writing, notice, advice, or instruction in connection with its good faith performance under this Agreement, and the provisions hereof has been duly authorized to do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of fundsso. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, The Escrow Agent shall not be liable under in any manner for the sufficiency or correctness as to form, manner or validity of any instrument deposited or delivered pursuant to this Agreement, nor as to the identity, authority, or right of any person executing the same. Without limiting the foregoing, the Escrow Agent shall have no responsibility to determine whether the holding, disbursement, /13/ payment or delivery of the contents of an Escrow Account is appropriate or required under the applicable documents. 11.2. The Escrow Agent has not examined and is in no way responsible for the contents of the Subscription Agreement or any of the other Subscription Documents. By accepting the position of Escrow Agent, the Escrow Agent and the Town Company agree that the Escrow Agent's duties and PCW shall promptly replace obligations are set forth solely in this Agreement and Escrow Agent has not evaluated the Easements, as merits of the case may be, with newly executed documentsOffering. The Company shall prevent any person or entity from using the Escrow Agent's name as an endorser of the Offering. The Escrow Agent has no responsibility for the Subscription Documents, the registration of the Shares to be offered in the Offering, or the propriety, content or form of any of the documents relevant to the Offering including the Initial Registration Statement, the post- effective amendment to the Initial Registration Statement with respect to the Plan Prerequisites (the "Amended Registration Statement"), the exhibits thereto, the validity of the Registered Shares, or the Subscription Documents. 11.3. The Escrow Agent shall have no liability or obligation with respect to the contents of the Escrow Accounts except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the contents of the Escrow Accounts in accordance with the terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement. 11.4. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. 11.5. The Escrow Agent is not familiar with, and has no knowledge of, either the Offering Documents or the Subscription Documents. 11.6. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. 11.7. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the contents of the Escrow Accounts, this Agreement, or the Subscription Documents, or to appear in, prosecute, or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or any other agreement or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Company shall promptly pay upon demand the reasonable fees and expenses of such counsel and its paraprofessionals. 11.8. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court situated within the State of Illinois with respect to the contents of the Escrow Accounts, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the contents of the Escrow Accounts is at any time attached, garnished, or levied upon under any order of any such court, or if the payment, assignment, transfer, conveyance, or delivery of the contents of the Escrow Accounts shall be stayed or enjoined by any order of any such court, or if any order, judgment, or decree shall be made or entered by any court affecting the contents of the Escrow Accounts, then in any such event, after a good faith effort to notify the Company, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment, or decree which it is advised by its legal counsel is binding upon the Escrow Agent without the need for appeal or other /14/ action. If the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment, or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limitation of Liability of Escrow Agent. In performing The Other Parties agree: (i) in holding the Xxxxxxx Money Deposit, Escrow Agent is acting as a stakeholder at the request of and as an accommodation to the Other Parties and Escrow Agent is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of its any agreement by, between or among the Other Parties; (ii) Escrow Agent will deposit the Xxxxxxx Money Deposit in a segregated interest-bearing account; (iii) jointly and severally to indemnify and hold harmless Escrow Agent from any loss, claim, expense or damage (including reasonable attorneys’ fees) incurred in connection with the performance of Escrow Agent’s duties hereunder, except for Escrow Agent’s bad faith, willful misconduct or negligence; (iv) subject to the provisions of Section 2(c) above, Escrow Agent may rely upon any Demand Notice received from either Seller or Purchaser; (v) Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted be protected in good faith or (ii) any action taken or omitted in reliance acting upon any instrumentwritten notice, including any written notice request, waiver, consent, certificate, receipt, authorization, power of attorney or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, other document which Xxxxxx Escrow Agent shall in good faith believes to be genuinegenuine and what it purports to be; (vi) Escrow Agent may, signed at its own expense, consult with legal counsel in the event of any dispute or presented by a proper person questions as to the construction of any of the provisions hereof or persons, its duties hereunder; and confirms it shall be fully protected in acting in accordance with the provisions opinion and instruction of this Agreement. The Town and PCW do hereby jointly and severally agree that such counsel; (vii) Escrow Agent shall incur no liability whatsoever not be responsible in connection with its good faith performance under any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it hereunder, or for the value or collectability of any check or other instrument so delivered or for any representation made or obligations assumed by any Other Party and nothing herein shall be deemed to obligate Escrow Agent to deliver any cash or wire any funds or release any documents unless the same shall have first been received by Escrow Agent pursuant to this Agreement; and (viii) in the event of a dispute among or between any of the Other Parties, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from at its performance in good faith option take any of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement following actions (A) continue to hold the Xxxxxxx Money Deposit pursuant to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out ofterms hereof, or in connection with, its services under (B) at the terms of this Agreement, including without limitation the reasonable joint and several cost and expense of defending itself against any claim or liabilitythe Other Parties, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by deposit the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from Xxxxxxx Money Deposit into a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration Upon such deposit of the Escrow, if Escrow Agent misplaces or cannot locate any of the EasementsXxxxxxx Money Deposit in accordance with (B), Escrow Agent shall not be liable relieved and discharged of any further obligations and responsibilities under this Agreement, and the Town and PCW shall promptly replace the Easements, as the case may be, with newly executed documents. The terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement.

Limitation of Liability of Escrow Agent. Notwithstanding anything to the contrary in this Escrow Agreement, the Escrow Agent is entering into this Escrow Agreement, and in its capacity as Escrow Agent performing the obligations and exercising the rights hereunder solely as Escrow Agent under this Escrow Agreement, pursuant to instructions contained in this Escrow Agreement and not in its individual or corporate capacity. In performing no case whatsoever shall the Escrow Agent (or any entity acting as successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) be personally liable on, or in respect of, any of the obligations or duties of the Grantor, the Beneficiary under this Escrow Agreement, or for the payment of any fee, expense, cost, damage, claim, liability or other obligation arising out of or related to any of the foregoing (collectively, the “Escrow Obligations”). No recourse shall be had against the Escrow Agent (or any successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) in its duties corporate or individual capacities or against any stockholder, officer, director, employee or agent of the Escrow Agent or any successor Escrow Agent, co-escrow agent or separate Escrow Agent for the payment of any and all sums payable under the Escrow Obligations or for any claim, liability, damage, cost, expense, fee or other obligation based on or arising out of any provision thereof or on or out of any of the instruments and agreements to be executed, delivered and performed hereunder, as to all of which the Beneficiary and the Grantor agree to look solely to the Escrow Estate, except for any loss caused by the Escrow Agent’s willful misconduct, negligence or lack of good faith. The obligation of the Escrow Agent to make any and all payments hereunder, or in respect of or under the Escrow Obligations of whatsoever nature, shall be solely from the Escrow Estate, and nothing herein shall be deemed to impose obligations on the Escrow Agent other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall not incur any liability have no responsibility to determine whether the Town Escrow Assets in the Operating Account are sufficient or PCW proper to secure the Grantor’s liabilities under the Contractual Liability Policy[ies]. The Beneficiary’s determination or reevaluation of the sufficiency of the Escrow Assets shall govern. Except as otherwise provided in Sections 5.7 and 10.1 of this Escrow Agreement, the Escrow Agent agrees that it shall have no right against the Beneficiary or the Escrow Estate for any damages, losses, or expenses, except fee as compensation for its gross negligence, intentional misconduct services hereunder or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever in connection with its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability costs or expense expenses incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent it pursuant to this Agreement to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, to such court or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, Escrow Agent shall not be liable under this Agreement, and the Town and PCW shall promptly replace the Easements, as the case may be, with newly executed documents. The terms and provisions of this Section 7 shall survive the expiration or earlier termination of this Agreementhereto.

Limitation of Liability of Escrow Agent. In performing Escrow Agent shall act under this Agreement only as an escrow agent pursuant to the terms of this Agreement and instructions given pursuant hereto, and otherwise as a depository only, and shall not be responsible or liable in any manner whatsoever for the sufficiency of escrowed funds or for the sufficiency, correctness, genuineness or validity of any instrument or signature thereon deposited with or delivered to Escrow Agent hereunder, with respect to the form or execution of any such instrument thereof or the identity, authority or rights of any person executing, depositing or delivering the same. Escrow Agent may act in reliance on any instrument reasonably believed to be genuine and may assume that any person reasonably purporting to give any written notice or advice or instruction in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be responsible to see to the correct application of any amounts released from the Escrow Funds. Escrow Agent may from time to time consult with legal counsel of its own choosing in the event of any disagreement, controversy, question or doubt as to the construction of any of the provisions hereof or its duties hereunder, Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever and shall be fully protected in connection with its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance acting in good faith in accordance with the written opinion and instructions of its function under this Agreementsuch counsel. In the event of a dispute over the Escrow Funds, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled have the right, at its sole discretion, to rely upon interplead and pay over the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten (10) days after the date of Escrow Agent’s resignation notice, jointly furnish Escrow Agent with written instructions for the release of any funds and documents then held by Xxxxxx Agent pursuant to this Agreement Funds to a successor escrow agent. If the Town and PCW fail to timely provide such joint written instructions, Xxxxxx Agent may petition any court of competent jurisdiction for in Bexar County, Texas and thereafter Escrow Agent shall have no obligation to see to the appointment application of a successor escrow agent the Escrow Funds and upon such appointment deliver the Escrow, and any amounts then-being held by Xxxxxx Agent under the Escrow, shall have no liability with respect to such court Escrow Funds or such successor, as the case may be. In the event that Escrow Agent receives conflicting written instructions from the Town and PCW, it may elect not to act unless and until it receives joint written instructions from the Town and PCW or a non-appealable order from a court of competent jurisdiction. Notwithstanding anything in this Agreement to arising after the contrary, and due to the potential nearly five (5) year duration time of the Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, such payment. Escrow Agent shall not be liable under this Agreement, and the Town and PCW for any action taken or omitted hereunder other than that constituting gross negligence or willful misconduct. THE FOREGOING SHALL APPLY TO ESCROW AGENT WITH RESPECT TO ACTION CONSTITUTING NEGLIGENCE OF ESCROW AGENT but shall promptly replace the Easements, as the case may be, not apply to Escrow Agent with newly executed documents. The terms and provisions respect to action constituting gross negligence or willful misconduct of this Section 7 shall survive the expiration or earlier termination of this AgreementEscrow Agent.