Common use of The Escrow Agent Clause in Contracts

The Escrow Agent. and the Administrator shall not be liable to the Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment. The Escrow Agent and the Administrator may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent or the Administrator, as applicable, to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent and the Administrator shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Escrow Agreement or any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent or the Administrator, as applicable, signed by the proper party or parties and, if the duties or rights of the Escrow Agent or the Administrator, as applicable, are affected, unless it shall give its prior written consent thereto.