Common use of Responsibility of Escrow Agent Clause in Contracts

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Escrow Agent's reliance on counsel shall be considered to be in good faith for purposes of this Escrow Agreement.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. Notwithstanding anything to the contrary in this Agreement, prior to taking any action hereunder, the Escrow Agent may, if in doubt regarding its duties and obligations, seek instructions from Buyer and Seller, and if such instructions are in conflict, the Escrow Agent may seek instructions or other relief (including but not limited to interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or opinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel's reasonable attorneys' fees shall be borne by Buyer and Seller pursuant to Section 9. The Escrow Agent shall be entitled to act in reliance upon the advice of counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in accordance with such advice and in the absence of gross negligence or willful misconduct by the Escrow Agent. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares Buyer, Seller and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder is to be limited solely to gross negligence or willful misconduct on its part. The ; provided that the Escrow Agent's reliance on counsel liability with respect to the handling of funds shall be considered limited to ordinary negligence on its part. Buyer and Seller shall indemnify and hold the Escrow Agent harmless, and further protect and defend the Escrow Agent (with counsel selected by the Escrow Agent) against any losses, liabilities and damages incurred by the Escrow Agent as a consequence of any action taken or omitted to be taken by the Escrow Agent in good faith for purposes the performance of its obligations hereunder (including, without limitation, the reasonable fees and disbursements of counsel), with the exception of any losses, liabilities and damages arising from the Escrow Agent's gross negligence or willful misconduct (or any liability arising from ordinary negligence in the handling of funds). The representations and obligations of Buyer and Seller to the Escrow Agent in this Agreement shall survive the termination of this Escrow Agreement.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. Notwithstanding anything to the contrary in this Agreement, prior to taking any action hereunder, the Escrow Agent may, if in doubt regarding its duties and obligations, seek instructions from Buyer and Seller, and if such instructions are in conflict, the Escrow Agent may seek instructions or other relief (including but not limited to interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or opinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel's reasonable attorneys' fees shall be borne by Buyer and Seller pursuant to Section 9. The Escrow Agent shall be entitled to act in reliance upon the advice of counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in accordance with such advice and in the absence of gross negli- gence or willful misconduct by the Escrow Agent. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares Buyer, Seller and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder is to be limited solely to gross negligence or willful misconduct on its part. The ; provided that the Escrow Agent's reliance on counsel liability with respect to the handling of funds shall be considered limited to ordinary negligence on its part. Buyer and Seller shall indemnify and hold the Escrow Agent harmless, and further protect and defend the Escrow Agent (with counsel selected by the Escrow Agent) against any losses, liabilities and damages incurred by the Escrow Agent as a consequence of any action taken or omitted to be taken by the Escrow Agent in good faith for purposes the performance of its obligations hereunder (including, without limitation, the reasonable fees and disbursements of counsel), with the exception of any losses, liabilities and damages arising from the Escrow Agent's gross negligence or willful misconduct (or any liability arising from ordinary negligence in the handling of funds). The representations and obligations of Buyer and Seller to the Escrow Agent in this Agreement shall survive the termination of this Escrow Agreement.

Responsibility of Escrow Agent. The Company agrees that the Escrow Agent shall not be responsible liable to the Company or to any other party for any actions or omissions except for actions or omissions resulting from the genuineness willful misconduct or gross negligence of the Escrow Agent. The Escrow Agent may act in reliance upon any instrument or signature believed to be genuine and may assume that any person purporting to give any writing, notice, advice or document presented instruction in connection with the provisions hereof has been duly authorized to it pursuant do so. The Company shall indemnify the Escrow Agent against any losses, liabilities or expenses incurred by the Escrow Agent arising out of or in connection with this Agreement (including the costs incurred to defend itself against any claims or liabilities) except for such losses, liabilities or expenses arising from the gross negligence or willful misconduct of the Escrow Agent. This provision shall remain in effect despite any termination of this Escrow Agreement or the resignation or removal of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities except as expressly provided in this Agreement and shall neither be obligated to recognize nor have any liability or responsibility arising under any other agreement to which the Escrow Agent is not a party, even though reference thereto may rely conclusively upon and be made herein. In case any property held by the Escrow Agent hereunder shall be protected attached, garnished or levied upon (unless such attachment, garnishment or levy shall be initiated by or at the direction of the Company) under any order of court, or the delivery thereof shall be stayed or enjoined by any order of court, or any other judgment or decree shall be made or entered by any court affecting such property, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized in acting upon its sole discretion to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys and complies with any advicesuch writ, judicial order order, judgment or decreedecree it shall not be liable to the Company or any Buyer, certificatetheir successors, notice, request, consent, statement, instruction heirs or other instrument believed by it in good faith to be genuine personal representatives or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order, judgment or decree be signed subsequently reversed, modified, annulled, set aside or presented by the proper person hereunder, or duly authorized by such person or properly madevacated. The Escrow Agent shall not be responsible for under any duty to give the property held hereunder any greater degree of the agreements contained herein except the performance of care than it gives its duties as expressly set forth hereinown similar property. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have makes no duties other than the duties expressly imposed hereby and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent thereto. In the event of any controversy or dispute hereunder or with respect to any question representation as to the construction validity, value, genuineness or the collectibility of this Agreement, any security or any action other document or instrument held by or delivered to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Escrow Agent's reliance on counsel shall be considered to be in good faith for purposes of it under this Escrow Agreement.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. The Notwithstanding anything to the contrary in this Agreement, prior to taking any action hereunder, the Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of may, if in doubt regarding its duties as expressly set forth herein. The and obligations, seek instructions from Holding and the Escrowed Stockholders, and if such instructions are in conflict, the Escrow Agent is may seek instructions or other relief (including but not responsible for investigating limited to interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreementopinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel's reasonable attorneys' fees shall be charged to Holding. The Escrow Agent shall be entitled to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Escrow Agent shall not be responsible for any of the agreements contained herein or in the Merger Agreement except the performance of its duties as expressly set forth herein. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession supercession of this Agreement, unless in writing and signed by Bancshares Holding, the Escrowed Stockholders, and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall not incur no any liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Holding and the Escrowed Stockholders jointly and severally agree to indemnify and hold the Escrow Agent harmless, and further to protect and defend the Escrow Agent (with counsel selected by the Escrow Agent) against any losses, liabilities and damages incurred by the Escrow Agent as a consequence of any action taken or omitted to be taken by it in the performance of its obligations hereunder (including, without limitation, the reasonable fees and disbursements of counsel), with the exception of any losses, liabilities and damages arising from the Escrow Agent's reliance on counsel gross negligence or willful misconduct. The representations and obligations of the Escrowed Stockholders and Holding to the Escrow Agent in this Agreement shall survive the termination of this Agreement and shall be considered to be in good faith for purposes of this applicable whether or not First Trust National Association is serving as Escrow AgreementAgent.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. The Notwithstanding anything to the contrary in this Agreement, prior to taking any action hereunder, the Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of may, if in doubt regarding its duties as expressly set forth herein. The and obligations, seek instructions from the Buyer and the Company, and if such instructions are in conflict, the Escrow Agent is may seek instructions or other relief (including, but not responsible for investigating limited to, interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreementopinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel’s reasonable attorneys’ fees shall be charged to the Escrowed Funds. The Escrow Agent shall be entitled to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession supercession of this Agreement, unless in writing and signed by Bancshares the Buyer, the Company and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Escrow Agent may execute any of its trusts or powers and perform any of its duties under this Agreement by or through attorneys, agents or employees. None of the provisions contained in this Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. 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. The Buyer and the Company, jointly and severally agree to indemnify and hold the Escrow Agent and its directors, officers, agents and employees harmless, and further to protect and defend the Escrow Agent (with counsel selected by the Escrow Agent's reliance on counsel ) against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including out-of pocket and incidental expenses and fees and expenses of outside counsel) (“Losses”) arising out of or in connection with (i) its execution and performance of this Agreement, except to the extent that such Losses are due to the bad faith, gross negligence or willful misconduct of the Escrow Agent, or (ii) its following any instructions or other directions from the Buyer and the Company, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The representations and obligations of the Company, and the Buyer to the Escrow Agent in this Agreement shall survive the termination of this Agreement and shall be considered applicable whether or not Union Bank of California is serving as Escrow Agent. The indemnifications set forth herein are intended to and shall include the indemnification of all affected agents, directors, officers and employees of the Escrow Agent. The Escrow Agent shall not be bound in good faith for purposes any way by any agreement or contract among the Company and the Buyer, including, without limitation, the Xxxx of this Escrow AgreementSale.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Escrow Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument reasonably believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. Notwithstanding anything to the contrary in this Escrow Agreement, prior to taking any action hereunder, the Escrow Agent may, if in doubt regarding its duties and obligations, seek instructions from the Parent and the Principal Stockholders, and if such instructions are in conflict, the Escrow Agent may seek instructions or other relief (including but not limited to interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or opinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel's reasonable attorneys' fees shall be borne equally by the Principal Stockholders on the one hand and the Parent on the other. The Escrow Agent shall be entitled to act in reliance upon the advice of counsel in all matters pertaining to this Escrow Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The Escrow Agent is not responsible for investigating or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreement. The Escrow Agent shall be entitled to retain counsel and to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Escrow Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Escrow Agreement, unless in writing and signed by Bancshares the Parent, the Principal Stockholders and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Escrow Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Parent and the Principal Stockholders (in the case of the Principal Stockholders, in the event of their negligence or willful misconduct only) agree to indemnify and hold the Escrow Agent harmless, and further to protect and defend the Escrow Agent (with counsel selected by the Escrow Agent) against any losses, liabilities and damages incurred by the Escrow Agent as a consequence of any action taken or omitted to be taken by it in the performance of its obligations hereunder (including, without limitation, the reasonable fees and disbursements of counsel), with the exception of any losses, liabilities and damages arising from the Escrow Agent's reliance on counsel gross negligence or willful misconduct. The representations and obligations of the Principal Stockholders and the Parent to the Escrow Agent in this Escrow Agreement shall be considered to be in good faith for purposes survive the termination of this Escrow AgreementAgreement and shall be applicable whether or not The Chase Manhattan Bank is serving as Escrow Agent.

Responsibility of Escrow Agent. The Escrow Agent shall not be responsible for the genuineness of any signature or document presented to it pursuant to this Agreement and may rely conclusively upon and shall be protected in acting upon any advice, judicial order or decree, certificate, notice, request, consent, statement, instruction or other instrument believed by it in good faith to be genuine or to be signed or presented by the proper person hereunder, or duly authorized by such person or properly made. The Notwithstanding anything to the contrary in this Agreement, prior to taking any action hereunder, the Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of may, if in doubt regarding its duties as expressly set forth herein. The and obligations, seek instructions from the Buyer and the Seller Representative, and if such instructions are in conflict, the Escrow Agent is may seek instructions or other relief (including but not responsible for investigating limited to interpleader) from a court of competent jurisdiction, and further may request such evidence, documents, certificates or assuring compliance with the Consolidation Agreement or any amendments thereto or any other agreement or documents outside of this Escrow Agreementopinions as it may deem appropriate. The Escrow Agent shall be entitled to retain counsel both to advise it and in connection with any court action, and such counsel's reasonable attorneys' fees shall be charged to the Escrowed Funds. The Escrow Agent shall be entitled to act in reliance upon the advice of such counsel in all matters pertaining to this Agreement, and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Escrow Agent shall not be responsible for any of the agreements contained herein except the performance of its duties as expressly set forth herein. The duties and obligations of the Escrow Agent hereunder shall be governed solely by the provisions of this Agreement, and the Escrow Agent shall have no duties other than the duties expressly imposed hereby herein and shall not be required to take any action other than in accordance with the terms hereof. The Escrow Agent shall not be bound by any notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless in writing and signed by Bancshares the Buyer, the Seller Representative and Bank, and, if the duties of the Escrow Agent are affected thereby, unless it shall have given its prior written consent theretoAgent. In the event of any controversy or dispute hereunder or with respect to any question as to the construction of this Agreement, or any action to be taken by the Escrow Agent hereunder, the Escrow Agent shall incur no liability for any action taken or suffered in good faith, its liability hereunder to be limited solely to gross negligence or willful misconduct on its part. The Buyer and the Sellers jointly and severally agree to indemnify and hold the Escrow Agent harmless, and further to protect and defend the Escrow Agent (with counsel selected by the Escrow Agent's reliance on counsel shall be considered ) against any losses, liabilities and damages incurred by the Escrow Agent as a consequence of any action taken or omitted to be taken by it in good faith for purposes the performance of this its obligations hereunder (including, without limitation, the reasonable fees and disbursements of counsel), with the exception of any losses, liabilities and damages arising from the Escrow Agreement.Agent's