Common use of Reliance; Liability Clause in Contracts

Reliance; Liability. Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement and believed by it to have been signed or presented by the proper Party or Parties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount pursuant to this Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action and provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including the following: (a) acts of God, force majeure, including war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Party (other than Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authorities. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part of this Agreement or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution of this Agreement or for the identity or authority of any person executing this Agreement or any part of this Agreement or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this Agreement.

Reliance; Liability. Escrow Agent The Trustee may rely onact upon any instruction or direction, regardless of form, furnished to the Trustee in writing or any instrument or signature which it believes to be genuine and in conformance with the terms of this Agreement, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice, direction or instruction in connection with the provisions hereof has been duly authorized to do so, and the Trustee shall be under no duty to make any investigation or inquiry into any of the foregoing. The Trustee shall not be liable in any manner for acting the sufficiency or refraining from acting in accordance withcorrectness as to form, manner and execution, or validity of any written noticeinstrument deposited with it, instruction neither shall it be required to verify the identity, authority or request or other paper furnished to it in right of any person executing the form required by this Agreement and believed by it to have been signed or presented by the proper Party or Partiessame. Escrow Agent The Trustee shall only be responsible for holdingreceiving, holding in trust, investing, reinvesting reinvesting, and releasing, disbursing or distributing the Escrow Amount pursuant to Trust Funds as provided in this Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent Trustee be liable for any lost profits, lost savings, or other special, indirect exemplary, consequential, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)incidental damages, even if the Escrow Agent Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action action; and provided, further, that Escrow Agent the Trustee shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, terrorism, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and or other differences with employees; (b) the act, failure or neglect of Anaheim or the Beneficiary or any Party (agent or correspondent or any other than Escrow Agent)person selected by the Trustee; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or telecopier operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent The Trustee is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or and any part of this Agreement or hereof, for the transaction or transactions requiring or underlying the execution of this Agreement, Agreement or the form or execution of this Agreement hereof, or for the identity or authority of any person executing this Agreement or any part hereof. The Trustee shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its own gross negligence or willful misconduct. The Trustee shall have no obligation or liability to Anaheim under this Agreement for the failure or depositing the Escrow Amount. Escrow Agent shall have a lienrefusal of Anaheim to perform any covenant or agreement made by Anaheim hereunder or under any other agreement, which but shall be paramount responsible solely for the performance of the duties and prior in right of all other persons, obligations expressly imposed upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this Agreementas Trustee hereunder.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it in good faith to be genuine and to have been signed or presented by the proper Party party or Partiesparties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Deposits pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action Agent’s fee hereunder; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party (or any agent or correspondent or any other than person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementDeposits.

Reliance; Liability. Qualified Escrow Agent Holder may rely on, and shall not be liable for acting or refraining from acting following the instructions contained in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. Qualified Escrow Agent Holder shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Escrowed Funds pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Qualified Escrow Agent Holder be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Qualified Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action Holder’s fee hereunder and provided, further, that Qualified Escrow Agent Holder shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Party (Exchangor and Intermediary or any agent or correspondent or any other than person selected by Qualified Escrow Agent)Holder; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of or any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Qualified Escrow Agent Holder is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution of this Agreement or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementEscrowed Funds.

Reliance; Liability. Escrow Agent may rely on, and shall will not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. Escrow Agent shall will be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Fund pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action and provided, further, that Escrow Agent shall will have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Party (other than Purchaser, Sellers or Representative of or any agent or correspondent of any of them contrary to the terms of this Escrow Agent)Agreement; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operatorseparator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or of any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this the Escrow Agreement or any part on behalf of this Agreement the Purchaser, Sellers and Representative or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementFund.

Reliance; Liability. Except as otherwise set forth herein, Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Escrowed Funds pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action Agent's fee hereunder and provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of Hanover or Redwood or any Party (agent or correspondent or any other than person selected by Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness genuineness, or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementEscrowed Funds.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper communication furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it in good faith to be genuine and to have been signed or presented by the proper Party party or Partiesparties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Escrowed Funds pursuant only to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), incidental damages even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action damage; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Party (other than party or any agent or correspondent or any other person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow AmountEscrowed Funds. In the event that the Escrow Agent shall have a lienbe uncertain as to its duties or rights hereunder or shall receive instructions, which claims or demands from any party hereto which, in its opinion or in the opinion of its counsel, conflict with any of the provisions of this Escrow Agreement, it shall be paramount entitled to refrain from taking any action and prior its sole obligations shall be to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in right writing by the Issuer (with the written consent of all other persons, upon all monies and other property that shall have been received the Initial Purchasers) or by it under this Agreement, to secure the payment to it a final order or judgment of fees and expenses due to Escrow Agent pursuant to this Agreementa court of competent jurisdiction.

Reliance; Liability. Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Fund pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent’s fee hereunder and Escrow Agent has been advised shall be responsible for its compliance with the terms and conditions of the likelihood of such loss or damage and regardless of the form of action and this Agreement, provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party (or any agent or correspondent or any other than person selected by Escrow Agent)Agent unless selected with willful misconduct or gross negligence; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementFund.

Reliance; Liability. The Escrow Agent may conclusively rely onupon, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper communication furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it in good faith to be genuine and to have been signed or presented by the proper Party party or Partiesparties. The Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Escrowed Funds only pursuant to this AgreementEscrow Agreement and only in accordance with and pursuant to written instructions from the Issuer; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, any loss resulting from any investment pursuant to this Escrow Agreement or from any written instructions from the Issuer, lost savings or other special, indirect exemplary, consequential, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), incidental damages even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action damage; and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, terrorism, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Party (other than party or any agent or correspondent or any other person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency agency, operator or operatorFederal Reserve bank wire; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring requiring, relating to or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow AmountEscrowed Funds. In the event that the Escrow Agent shall have a lienbe uncertain as to its duties or rights hereunder or shall receive instructions, which claims or demands from any party hereto that, in its opinion or in the opinion of its counsel, conflict with any of the provisions of this Escrow Agreement, it shall be paramount entitled to refrain from taking any action and prior its sole obligations shall be to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in right writing by the Issuer in accordance with the terms of all other personsthis Escrow Agreement or by a final order or judgment of a court of competent jurisdiction. Notwithstanding the foregoing, upon all monies and other property that nothing in this Section 3 shall have been received by it under this Agreement, to secure relieve the payment to it of fees and expenses due to Escrow Agent pursuant to this Agreementfor any liability arising out of the gross negligence or willful misconduct of the Escrow Agent.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it in good faith to be genuine and to have been signed or presented by the proper Party party or Partiesparties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount pursuant to this Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, in In no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), incidental damages even if the Escrow Agent has been advised of the likelihood of such loss or damage damage; and regardless of the form of action and provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), terrorism, revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Other Party (or any agent, attorney or correspondent or any other than person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow AmountDeposit. In the event that the Escrow Agent shall have a lienbe uncertain as to its duties or rights hereunder or shall receive instructions, which claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be paramount entitled to refrain from taking any action and prior its sole obligations shall be to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in right writing by all of all other persons, upon all monies and other property that shall have been received the Other Parties or by it under this Agreement, to secure the payment to it a final order or judgment of fees and expenses due to Escrow Agent pursuant to this Agreementa court of competent jurisdiction.

Reliance; Liability. Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Escrow Amount Deposit pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action Agent's fee hereunder and provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of GHK or any Party (agent or correspondent or any other than person selected by Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementDeposit.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party or Escrow Parties. Concurrent with the execution of this Agreement, the Partnership, NGP and the Contributor Representative shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit C-1, Exhibit C-2 and Exhibit C-3 to this Agreement. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Escrow Amount Funds pursuant to this Agreement; provided, however, anything in this Agreement to the contrary notwithstandingIN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (including but not limited to lost profitsINCLUDING BUT NOT LIMITED TO LOST PROFITS), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action and EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION; provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of any Escrow Party (or any agent or correspondent or any other than person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers; provided, however, that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution of this Agreement hereof or for the identity or authority of any person executing this Agreement or any part of this Agreement hereof or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementFunds.

Reliance; Liability. Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, with any written notice, instruction instruction, or request or other paper document furnished to it in the form required by this Agreement hereunder or pursuant hereto, and believed by it to have been signed or presented by the proper Party or Parties. Escrow Agent shall only be responsible for holding, investing, reinvesting reinvesting, and disbursing the Escrowed Property as directed by Team and Shareholder Representative as provided in this Escrow Amount pursuant to this Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings, or other special, indirect exemplary, consequential, or consequential loss or damage incidental damages in excess of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action Agent’s fee hereunder; and provided, further, however, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and or other differences with employees; (b) the act, failure failure, or neglect of any other Party (or any agent or correspondent or any other than person selected by Escrow Agent); (c) any delay, error, omission omission, or default of any mail, courier, telegraph, cable or wireless agency or telecopier operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or and any part of this Agreement or hereof, for the transaction or transactions requiring or underlying the execution of this Agreement, Escrow Agreement or the form or execution of this Agreement hereof, or for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof, or for depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementEscrowed Property.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting for, following the instructions contained in accordance with, any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder or pursuant hereto and believed by it to have been signed or presented by the proper Party party or Partiesparties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing the Escrow Amount Escrowed Stock pursuant to this Escrow Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, that in no event shall the Escrow Agent be liable for any lost profits, lost savings or other special, indirect exemplary, consequential or consequential loss or damage of any kind whatsoever incidental damages (including but not limited to except those lost profits), even if savings or damages arising out of the Escrow Agent has been advised Agent's willful misconduct) in excess of the likelihood of such loss or damage and regardless of the form of action Escrow Agent's fee hereunder and provided, further, that the Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) acts of God, force majeure, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect negligence of TBC, LG Chem, or any Party (agent or correspondent or any other than person selected by the Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authoritiesgovernment or governmental agency or other group or entity exercising governmental powers. The Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part of this Agreement hereof or for the transaction or transactions requiring or underlying the execution of this Escrow Agreement, the form or execution of this Agreement or hereof, for the identity or authority of any person executing this Escrow Agreement or any part of this Agreement hereof, or for depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this AgreementEscrowed Stock.

Reliance; Liability. The Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, good faith upon any written notice, instruction or request or other paper furnished to it in the form required by this Agreement hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper Party party or Partiesparties. The Escrow Agent shall be responsible for holding, investing, reinvesting holding and disbursing distributing the Escrow Amount Funds pursuant to this Agreement; provided, however, anything in this Agreement to the contrary notwithstanding, but in no event shall the Escrow Agent be liable for any special, indirect indirect, exemplary or consequential loss losses or damage damages of any kind whatsoever (including including, but not limited to to, lost profits), ) even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action and providedaction. The Escrow Agent is not responsible or liable in any manner whatever for the sufficiency, furthercorrectness, that genuineness or validity of the subject matter of this Agreement or any part hereof or for the form or execution hereof, or for the identity or authority of any person executing or depositing the same. The Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including including, but not limited to, the following: (a) the act, failure or neglect of any other party hereto or any agent or correspondent prudently selected by the Escrow Agent for the remittance of the Escrow Funds; (b) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; (c) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers; or (d) acts of God, force majeureFORCE MAJEURE, including including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes labor and other differences with employees; (b) the act, failure or neglect of any Party (other than Escrow Agent); (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any Governmental Authorities. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part of this Agreement or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution of this Agreement or for the identity or authority of any person executing this Agreement or any part of this Agreement or depositing the Escrow Amount. Escrow Agent shall have a lien, which shall be paramount and prior in right of all other persons, upon all monies and other property that shall have been received by it under this Agreement, to secure the payment to it of fees and expenses due to Escrow Agent pursuant to this Agreementstrike.