Common use of LIMITATION ON ESCROW AGENT'S RESPONSIBILITY AND LIABILITY Clause in Contracts

LIMITATION ON ESCROW AGENT'S RESPONSIBILITY AND LIABILITY. (a) The Escrow Agent shall maintain the Escrow Information in a safe and shall provide the same degree of care for the Escrow Information as it maintains for its valuable documents and those of its customers lodged in the same location. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) In no event shall the Escrow Agent be liable for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconduct. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, notification, amendment, termination or rescission of this Escrow Agreement, unless in writing received by it, and, if its duties are affected, unless it shall have given its prior written consent thereto. (d) The Licensor and Licensee hereby agree, jointly and severally, to indemnify the Escrow Agent against any loss, liability, or damage (other than any caused by the gross negligence or willful misconduct of the Escrow Agent), including reasonable costs of litigation and counsel fees, arising from and in connection with the performance of its duties under this Agreement. The Licensor and Licensee will not bring a suit or file a claim against the Escrow Agent for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconduct.

LIMITATION ON ESCROW AGENT'S RESPONSIBILITY AND LIABILITY. (a) As a fiduciary, conservator, receiver or guardian of the computer disc that it receives, ESCROW AGENT’s obligation is solely one of safekeeping. ESCROW AGENT shall not be obligated or required to examine or inspect the Source Code. The Escrow Agent ESCROW AGENT cannot and does not warrant the content of the computer disc that it receives from PARADIGM, which purports to contain the Source Code. ESCROW AGENT's obligation for safekeeping shall maintain the Escrow Information in a safe and shall provide be limited to providing the same degree of care for the Escrow Information Source Code as it maintains for its valuable documents and those of its customers lodged in CUSTOMERS at the same location. . However, ESCROW AGENT shall not be responsible for any loss or damage to the Source Code due to changes in atmospheric conditions (b) The Escrow Agent including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of ESCROW AGENT. ESCROW AGENT shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) . In no event shall the Escrow Agent ESCROW AGENT be liable for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconductmalfeasance. The Escrow Agent ESCROW AGENT shall not have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, notificationmodification, amendment, termination or rescission of this Escrow Agreement, unless such notice is in writing received by itand actually received, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (d) The Licensor . PARADIGM and Licensee hereby agree, CUSTOMER shall jointly and severally, to severally indemnify the Escrow Agent ESCROW AGENT against any loss, liability, or damage (other than any caused by the gross negligence or willful misconduct malfeasance of the Escrow AgentESCROW AGENT), including reasonable costs of litigation and counsel fees, arising from and in connection with the performance of its duties under this Agreement. The Licensor PARADIGM and Licensee CUSTOMER acknowledge that ESCROW AGENT has previously represented and represents PARADIGM regarding other transactions, but nonetheless enter into this Agreement, consent to the representation by ESCROW AGENT of PARADIGM, and waive any conflict created hereby, whether actual or potential, real or perceived. Each party has been advised to seek legal representation prior to executing this Agreement. PARADIGM and CUSTOMER acknowledge that neither this Agreement nor their waiver of any potential conflict created hereby will not bring a suit materially limit the ability of the ESCROW AGENT to perform hereunder or file a claim against the Escrow Agent for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconductrepresent PARADIGM as to matters unrelated hereto.

LIMITATION ON ESCROW AGENT'S RESPONSIBILITY AND LIABILITY. (a) 6.1 The Escrow Agent shall maintain not examine or inspect the Source Code. The Escrow Information in a safe and Agent's obligation for safekeeping shall provide be limited to providing the same degree of care for the Escrow Information Source Code as it maintains for its valuable documents information and those property and that of its customers lodged stored in the form of magnetic media at the same location. However, KIS and MCM agree and acknowledge that the Escrow Agent shall not be responsible for any loss or damage to the Source Code due to changes in atmospheric conditions (including, but not limited to, failure of the air condition system), unless such changes are proximately caused by the gross negligence or willful misconduct of the Escrow Agent. (b) 6.2 The Escrow Agent shall be protected protected, in connection with the carrying out of its duties hereunder, in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as delivered to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to beEscrow Agent. (c) 6.3 In no event shall the Escrow Agent be liable for any act or failure to act under the provisions of this Escrow Agreement except where when its acts are the result of its gross negligence or willful misconductmalfeasance. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, notificationmodification, amendment, termination termination, or rescission of this Escrow Agreement, Agreement unless in writing received signed by it, and, KIS and MCM and if its the Escrow Agent's duties are affected, unless it shall have given its prior written consent thereto. (d) The Licensor 6.4 KIS and Licensee MCM hereby agree, jointly and severally, to severally indemnify the Escrow Agent against any loss, liability, cost, expense, or damage (other than any caused by the gross negligence or willful misconduct of the Escrow Agent), including reasonable costs of litigation and counsel fees, arising from and in connection with the performance of its duties under this Agreement. The Licensor and Licensee will not bring a suit or file a claim against the Escrow Agent for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconduct.

LIMITATION ON ESCROW AGENT'S RESPONSIBILITY AND LIABILITY. (a) As a fiduciary, conservator, receiver or guardian of the Source Code that it receives, ESCROW AGENT’s obligation is solely one of safekeeping. ESCROW AGENT shall not be obligated or required to examine or inspect the Source Code. The Escrow Agent ESCROW AGENT cannot and does not warrant the content of the Source Code that it receives from PARADIGM, regardless of the media used to transmit it. ESCROW AGENT's obligation for safekeeping shall maintain the Escrow Information in a safe and shall provide be limited to providing the same degree of care for the Escrow Information Source Code as it maintains for its valuable documents and those of its customers lodged in CUSTOMERS at the same location. . However, ESCROW AGENT shall not be responsible for any loss or damage to the Source Code due to changes in atmospheric conditions (b) The Escrow Agent including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of ESCROW AGENT. ESCROW AGENT shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (c) . In no event shall the Escrow Agent ESCROW AGENT be liable for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconductmalfeasance. The Escrow Agent ESCROW AGENT shall not have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, notificationmodification, amendment, termination or rescission of this Escrow Agreement, unless such notice is in writing received by itand actually received, and, if its duties herein are affected, unless it shall have given its prior written consent thereto. (d) The Licensor and Licensee hereby agree, jointly and severally, to . PARADIGM shall indemnify the Escrow Agent ESCROW AGENT against any loss, liability, or damage (other than any caused by the gross negligence or willful misconduct malfeasance of the Escrow AgentESCROW AGENT), including reasonable costs of litigation and counsel fees, arising from and in connection with the performance of its duties under this Agreement. The Licensor PARADIGM and Licensee CUSTOMER acknowledge that ESCROW AGENT has previously represented and represents PARADIGM regarding other transactions, but nonetheless enter into this agreement, consent to the representation by ESCROW AGENT of PARADIGM, and waive any conflict created hereby, whether actual or potential, real or perceived. Each party has been advised to seek legal representation prior to executing this agreement. PARADIGM and CUSTOMER acknowledge that neither this Agreement nor their waiver of any potential conflict created hereby will not bring a suit materially limit the ability of the ESCROW AGENT to perform hereunder or file a claim against the Escrow Agent for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or willful misconductrepresent PARADIGM as to matters unrelated hereto.