Common use of Scope of Duties and Errors in Judgment Clause in Contracts

Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action or anything with respect to the Escrow Fund, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (i) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (ii) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 5 contracts

Samples: Non Competition Agreement (Mac-Gray Corp), Non Competition Agreement (Mac-Gray Corp), Stock Purchase Agreement (Merkert American Corp)

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Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, except as otherwise set forth in this Agreement, or to do or to omit the doing of any action or anything with respect to the Escrow Fund, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (ia) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (iib) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers partners and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 3 contracts

Samples: Escrow Agreement (Wj Communications Inc), Asset Purchase Agreement (Wj Communications Inc), Escrow Agreement (Wj Communications Inc)

Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action or anything with respect to the Escrow Fund, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (i) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (ii) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 3 contracts

Samples: Indemnification Escrow Agreement (Monroe Inc), Escrow Agreement (Merkert American Corp), Indemnification Escrow Agreement (Merkert American Corp)

Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action or anything with respect to the Escrow FundEscrowed Shares, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (i) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (ii) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 2 contracts

Samples: Escrow Agreement (Mac-Gray Corp), Indemnification Escrow Agreement (Monroe Inc)

Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, except as otherwise set forth in this Agreement, or to do or to omit the doing of any action or anything with respect to the Escrow FundShares, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (ia) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (iib) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers partners and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 1 contract

Samples: Escrow Agreement (Villageedocs Inc)

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Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action or anything with respect to the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (i) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (ii) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 1 contract

Samples: Indemnification Escrow Agreement (Merkert American Corp)

Scope of Duties and Errors in Judgment. It is expressly understood -------------------------------------- and agreed that the Escrow Agent shall be under no duty or obligation to give any notice, or to do or to omit the doing of any action or anything with respect to the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares, except to hold the same (and any earnings thereon, pursuant to the terms hereof) in the Escrow Account and to make disbursements in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, it is acknowledged and agreed that (i) no implied duties shall be read into this Agreement on the part of the Escrow Agent, and (ii) the Escrow Agent shall not be obligated to take any legal or remedial action which might in its judgment involve it in any expense or liability for which it has not been furnished acceptable indemnification. The Escrow Agent, its directors, officers and employees shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Merkert American Corp)

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