Common use of Reliance by Escrow Agent Clause in Contracts

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected, when it acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless it is indemnified to its satisfaction. The Escrow Agent may consult counsel with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken, or omitted, in good faith upon advice of counsel. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses except for willful default or negligence, and it shall accordingly not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for the Issuer given with respect to any questions relating to the duties and responsibility of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, 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 the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the proper person or persons, and to conform with the provisions of this Agreement. All Shares and funds held pursuant to this Agreement shall constitute trust property. The Escrow Agent shall not be liable for any interest on the Shares.

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, and shall be protected, when it its acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless it is indemnified to its reasonable satisfaction. The Escrow Agent may consult counsel with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken, or omitted, in good faith upon advice of counsel. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses except for those which arise out of the Escrow Agent's willful default or negligence, and it shall accordingly not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for of the Issuer Trust given with respect to any questions relating to the duties and responsibility of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, 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 the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the a proper person or persons, and to conform with the provisions of this Agreement. All Escrowed Shares and funds held pursuant to this Agreement shall constitute trust property. The Escrow Agent shall not be liable for any interest on the Escrowed Shares.

Reliance by Escrow Agent. The Escrow Agent may conclusively rely on, It is further understood and shall be protected, when it acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. agreed that: 5.1 The Escrow Agent shall be under no obligation protected and acting upon any notice, request, waiver, receipt, certificate, schedule, approval, consent or other paper believed by the Escrow Agent to institute be genuine and to be signed by the proper party or parties. 5.2 The Escrow Agent shall be deemed conclusively to have given and delivered any notice required to be given or delivered by it hereunder if the same is in writing, signed by the Escrow Agent and mailed to the Company at its address and in compliance with the notice requirements set forth herein. 5.3 The Company hereby agrees that it will indemnify, reimburse, defend and hold the Escrow Agent harmless for and against any actionand all liability, injury, damage, suit or proceeding in connection with this Agreement unless it is indemnified claim relating to its satisfaction. The Escrow Agent may consult counsel with respect to any question or arising under this Agreement and from the Escrow Agent shall not be liable Agent's performance hereunder or its assertion of rights or privileges granted hereby to act or refrain from acting, other than for any action takenacts or assertions constituting gross negligence, fraud, or omittedwillful misconduct, in good faith upon advice of counsel. In performing any of its duties hereunderwhether or not such liability, the Escrow Agent shall not incur any liability to anyone for any damages, losses injury or expenses except for willful default or negligence, and it shall accordingly not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for the Issuer given with respect to any questions relating to the duties and responsibility of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including written advice provided for herein, 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 the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented damage is suffered by the proper undersigned or any other person or persons, and to conform with interested herein. Any indemnification provided hereby include the provisions payment of this Agreement. All Shares and funds held pursuant to this Agreement shall constitute trust property. reasonable attorneys' fees. 5.4 The Escrow Agent shall not be liable for any interest on error of judgment or for any act done or step taken or omitted by him in good faith, or for any mistake of fact or law, or for anything which it may due or refrain from doing in connection herewith, except for his own gross negligence, fraud or willful misconduct. 5.5 The Escrow Agent shall be entitled to compensation from the SharesCompany in accordance with Schedule "A" attached hereto. 5.6 The Escrow Agent shall be under no obligation or duty to enforce the collection of any funds delivered by any Investor to the Escrow Agent hereunder, provided that the Escrow Agent promptly shall notify and return to the Investor any check for subscription funds deposited with the Escrow Agent upon which payment is refused. 5.7 The Escrow Agent shall have no responsibility for the validity or sufficiency of this Escrow Agreement or the value, validity, genuineness or collection of any check for payment of subscription funds deposited with the Escrow Agent hereunder. 5.8 The Escrow Agent and his agents and employees are acting hereunder as a depository only and are not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any document or instrument deposited with him hereunder or in connection herewith or with respect to the form of execution of the same or the identity, authority or rights of any person executing or depositing the same. 5.9 The Escrow Agent shall not be required to take or be bound by notice of any default by any person or to take any action with respect to such default involving any expense or potential liability, unless notice of such default in writing is given to the Escrow Agent by the Company and unless the Escrow Agent is indemnified in a manner satisfactory to him against any such expense or liability. 5.10 In the event of any disagreement between the parties hereto or any other person interested herein or in the Escrow Account, resulting in adverse claims and demands being made in connection with or for any papers, money or property involved herein, the Escrow Agent shall be entitled, at his option, to refuse to comply with any such claim or demand so long as such a disagreement shall continue, and in so refusing the Escrow Agent may make no delivery or other disposition of any money, papers or property involved herein or affected hereby and in so doing the Escrow Agent shall not be or become liable to the Company or to any other person named or referred to herein for his failure or refusal to comply with such conflicting or adverse demand; and the Escrow Agent shall be entitled to continue to refrain or refuse to act until: (i) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the money, papers and property involved herein or affected hereby; and/or (ii) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all of the interested parties.