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

Limitation of Liability of Escrow Agent. 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 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 be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document which Escrow Agent in good faith believes to be genuine and what it purports to be; (v) Escrow Agent may, at its own expense, consult with legal counsel (at the joint and several reasonable cost and expense of the Escrow Parties) in the event of any dispute or 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; (vi) Escrow Agent shall not be responsible in 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 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 pursuant to this Escrow Letter; and (vii) in the event of a dispute among or between any of the Escrow Parties, Escrow Agent may at its option take any of the following actions (A) continue to hold the Investment pursuant to the terms hereof, or (B) at the joint and several cost and expense of the Escrow Parties, deposit or deliver the Investment into a court of competent jurisdiction. Upon such deposit or delivery of the Investment in accordance with (B), Escrow Agent shall be relieved and discharged of any further obligations and responsibilities under this Escrow Letter.

Limitation of Liability of Escrow Agent. 1. The Notwithstanding --------------------------------------- anything to the contrary in this Escrow Parties agree: (i) in holding Agreement, the Investment, 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 no case whatsoever shall the Escrow Agent (or any entity acting as a stakeholder at 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 request 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 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 an accommodation to all of which the Beneficiary and the Grantor agree to look solely 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 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 hereunderEstate, except for any loss caused by the Escrow Agent's willful misconduct misconduct, negligence 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 be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power lack of attorney or other document which Escrow Agent in good faith believes to be genuine and what it purports to be; (v) Escrow Agent may, at its own expense, consult with legal counsel (at the joint and several reasonable cost and expense faith. The obligation of the Escrow Parties) in the event of Agent to make any dispute or 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; (vi) Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it all payments hereunder, or for in respect of or under the value or collectability Escrow Obligations of any check or other instrument so delivered or for any representation made or obligations assumed by any whatsoever nature, shall be solely from the Escrow Party Estate, and nothing herein shall be deemed to obligate impose obligations on the Escrow Agent to deliver any cash or wire any funds or release any documents unless the same other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall have first been received by no responsibility to determine whether the Escrow Agent pursuant to this Escrow Letter; and (vii) Assets in the event Escrow Account are sufficient or proper to secure the Grantor's liabilities under the Indemnity Agreement. The Beneficiary's determination or reevaluation of a dispute among or between any the sufficiency of the Escrow PartiesAssets shall govern. Except as otherwise provided in Sections 5.7 and 10.1 of this Escrow Agreement, the Escrow Agent may at its option take any of agrees that it shall have no right against the following actions (A) continue to hold the Investment pursuant to the terms hereof, Beneficiary or (B) at the joint and several cost and expense of the Escrow Parties, deposit Estate for any fee as compensation for its services hereunder or deliver the Investment into a court of competent jurisdiction. Upon such deposit for any other costs or delivery of the Investment in accordance with (B), Escrow Agent shall be relieved and discharged of any further obligations and responsibilities under this Escrow Letterexpenses incurred by it pursuant hereto.

Limitation of Liability of Escrow Agent. 1. The Escrow Parties agree: (i) in holding the Investment, Escrow Agent is acting 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 stakeholder at the request of depository only, and as an accommodation to the Escrow Parties and Escrow Agent is shall not be responsible or liable in any manner whatever 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 subject matter identity, authority or rights of any agreement byperson executing, between depositing or among delivering the Escrow Parties; (ii) same. Escrow Agent will deposit the Investment may act in a segregated interest-bearing account; (iii) jointly reliance on any instrument reasonably believed to be genuine and severally may assume that any person reasonably purporting to indemnify and hold harmless Escrow Agent from give any loss, claim, expense written notice or damage (including reasonable attorneys' fees) incurred advice or instruction in connection with the performance of Escrow Agent's duties hereunder, except for Escrow Agent's willful misconduct or gross negligence (and their signature provisions hereof has been duly authorized 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) do so. Escrow Agent shall not be protected in acting upon responsible to see to the correct application of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document which amounts released from the Escrow Funds. Escrow Agent in good faith believes may from time to be genuine and what it purports to be; (v) Escrow Agent may, at its own expense, time consult with legal counsel (at the joint and several reasonable cost and expense of the Escrow Parties) its own choosing in the event of any dispute disagreement, controversy, question or questions doubt as to the construction of any of the provisions hereof or its duties hereunder; , and it Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in accordance with the written opinion and instruction instructions of such counsel; (vi) . In the event of a dispute over the Escrow Funds, Escrow Agent shall have the right, at its sole discretion, to interplead and pay over the Escrow Funds to a court of competent jurisdiction in Bexar County, Texas and thereafter Escrow Agent shall have no obligation to see to the application of the Escrow Funds and shall have no liability with respect to such Escrow Funds or this Agreement arising after the time of such payment. Escrow Agent shall not be responsible in 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 liable for any representation made action taken or obligations assumed by any Escrow Party and nothing herein 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 be deemed not apply to obligate Escrow Agent with respect to deliver any cash action constituting gross negligence or wire any funds or release any documents unless the same shall have first been received by willful misconduct of Escrow Agent pursuant to this Escrow Letter; and (vii) in the event of a dispute among or between any of the Escrow Parties, Escrow Agent may at its option take any of the following actions (A) continue to hold the Investment pursuant to the terms hereof, or (B) at the joint and several cost and expense of the Escrow Parties, deposit or deliver the Investment into a court of competent jurisdiction. Upon such deposit or delivery of the Investment in accordance with (B), Escrow Agent shall be relieved and discharged of any further obligations and responsibilities under this Escrow LetterAgent.

Limitation of Liability of Escrow Agent. 1. The Notwithstanding anything to the contrary in this Escrow Parties agree: (i) in holding Agreement, the Investment, 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 no case whatsoever shall the Escrow Agent (or any entity acting as a stakeholder at the request of and as an accommodation to the successor Escrow Parties and Agent, co-escrow agent or separate Escrow Agent is not responsible under this Escrow Agreement) be personally liable on, or liable in respect of, any manner whatever of the obligations or duties of the Grantor, the Beneficiary under this Escrow Agreement, or for the sufficiency, correctness, genuineness or validity or the subject matter payment of any agreement byfee, 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 lossexpense, cost, damage, claim, expense liability or damage other obligation arising out of or related to any of the foregoing (including reasonable attorneys' fees) incurred in connection with collectively, the performance of “Escrow Obligations”). No recourse shall be had against the Escrow Agent (or any successor Escrow Agent's duties hereunder, except for co-escrow agent or separate Escrow Agent's willful misconduct or gross negligence (and their signature to Agent under this Escrow LetterAgreement) in its corporate or individual capacities or against any stockholder, 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 Letterofficer, Xxxxxxx Xxxxxx agrees to be directly liable for Investor's obligations under this clause); (iv) Escrow Agent shall be protected in acting upon any written noticedirector, request, waiver, consent, certificate, receipt, authorization, power of attorney employee or other document which Escrow Agent in good faith believes to be genuine and what it purports to be; (v) Escrow Agent may, at its own expense, consult with legal counsel (at the joint and several reasonable cost and expense agent of the Escrow Parties) in Agent or any successor Escrow Agent, co-escrow agent or separate Escrow Agent for the event payment of any dispute and all sums payable under the Escrow Obligations or questions as to the construction 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 provisions hereof 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 its duties hereunder; and it shall be fully protected in acting in accordance with lack of good faith. The obligation of the opinion and instruction of such counsel; (vi) Escrow Agent shall not be responsible in to make any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it and all payments hereunder, or for in respect of or under the value or collectability Escrow Obligations of any check or other instrument so delivered or for any representation made or obligations assumed by any whatsoever nature, shall be solely from the Escrow Party Estate, and nothing herein shall be deemed to obligate impose obligations on the Escrow Agent to deliver any cash or wire any funds or release any documents unless the same other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall have first been received by no responsibility to determine whether the Escrow Agent pursuant to this Escrow Letter; and (vii) Assets in the event Operating Account are sufficient or proper to secure the Grantor’s liabilities under the Contractual Liability Policy[ies]. The Beneficiary’s determination or reevaluation of a dispute among or between any the sufficiency of the Escrow PartiesAssets shall govern. Except as otherwise provided in Sections 5.7 and 10.1 of this Escrow Agreement, the Escrow Agent may at its option take any of agrees that it shall have no right against the following actions (A) continue to hold the Investment pursuant to the terms hereof, Beneficiary or (B) at the joint and several cost and expense of the Escrow Parties, deposit Estate for any fee as compensation for its services hereunder or deliver the Investment into a court of competent jurisdiction. Upon such deposit for any other costs or delivery of the Investment in accordance with (B), Escrow Agent shall be relieved and discharged of any further obligations and responsibilities under this Escrow Letterexpenses incurred by it pursuant hereto.

Limitation of Liability of Escrow Agent. 1. The In performing any of its duties hereunder, Escrow Parties agree: 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 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 good faith or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of any agreement by, between or among the Escrow Parties; (ii) Escrow Agent will deposit 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 Investment in a segregated interest-bearing account; (iii) jointly validity and severally effectiveness of its provisions, but also as to indemnify the truth and hold harmless Escrow Agent from accuracy of any lossinformation contained therein, 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 which Xxxxxx agrees to be directly liable for Investor's obligations under this clause); (iv) Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document which Escrow Agent in good faith believes to be genuine genuine, signed or presented by a proper person or persons, and what it purports to be; (v) confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent mayshall incur no liability whatsoever in connection with its good faith performance under this Agreement, at and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its own expenseperformance in good faith of its function under this Agreement, consult with legal counsel (at including but not limited to, a delay in the joint electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and several 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 Parties) in the event of Agent for any dispute or 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; (vi) claim against Escrow Agent brought solely by PCW. Escrow Agent shall not be responsible in any manner for entitled to rely upon the validity or sufficiency authenticity of any cash, instruments, wire transfer or any other property delivered to it hereunder, or for signature and the value or collectability genuineness and validity of any 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 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 Escrow Letter; Agreement to a successor escrow agent. If the Town and (vii) in 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 of a dispute among or between any of the Escrow Parties, that Escrow Agent receives conflicting written instructions from the Town and PCW, it may at its option take any of elect not to act unless and until it receives joint written instructions from the following actions (A) continue to hold the Investment pursuant to the terms hereof, Town and PCW or (B) at the joint and several cost and expense of the Escrow Parties, deposit or deliver the Investment into a non-appealable order from a court of competent jurisdiction. Upon such deposit or delivery Notwithstanding anything in this Agreement to the contrary, and due to the potential nearly five (5) year duration of the Investment in accordance with (B)Escrow, if Escrow Agent misplaces or cannot locate any of the Easements, Escrow Agent shall not be relieved and discharged of any further obligations and responsibilities liable under this Escrow LetterAgreement, 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. 1. The Escrow Other Parties agree: (i) in holding the InvestmentXxxxxxx Money Deposit, Escrow Agent is acting as a stakeholder at the request of and as an accommodation to the Escrow 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 any agreement by, between or among the Escrow Other Parties; (ii) Escrow Agent will deposit the Investment Xxxxxxx Money Deposit in a segregated interest-bearing account; (iii) jointly and severally to indemnify and hold harmless Escrow Agent from any loss, Exhibit “D” claim, expense or damage (including reasonable attorneys' ’ fees) incurred in connection with the performance of Escrow Agent's ’s duties hereunder, except for Escrow Agent's ’s bad faith, 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)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 be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document which Escrow Agent in good faith believes to be genuine and what it purports to be; (vvi) Escrow Agent may, at its own expense, consult with legal counsel (at the joint and several reasonable cost and expense of the Escrow Parties) in the event of any dispute or 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; (vivii) Escrow Agent shall not be responsible in 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 Escrow 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 Escrow LetterAgreement; and (viiviii) in the event of a dispute among or between any of the Escrow Other Parties, Escrow Agent may at its option take any of the following actions (A) continue to hold the Investment Xxxxxxx Money Deposit pursuant to the terms hereof, or (B) at the joint and several cost and expense of the Escrow Other Parties, deposit or deliver the Investment Xxxxxxx Money Deposit into a court of competent jurisdiction. Upon such deposit or delivery of the Investment Xxxxxxx Money Deposit in accordance with (B), Escrow Agent shall be relieved and discharged of any further obligations and responsibilities under this Escrow LetterAgreement.