Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
Limitation of Liability of Escrow Agent. 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 knowing violation of law, 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 Client given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement; or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as 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 a proper person or persons, and to conform with the provisions of this Agreement.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for direct losses caused by its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
Limitation of Liability of Escrow Agent. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to the Town or PCW for any damages, losses, or expenses, except for its gross negligence, intentional misconduct or bad faith, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, 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 Xxxxxx Agent shall in good faith believes to be genuine, signed or presented by a proper person or persons, and confirms with the provisions of this Agreement. The Town and PCW do hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever in connection with its good faith performance under this Agreement, and do hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its function under this Agreement, including but not limited to, a delay in the electronic wire transfer of funds. Notwithstanding any other provisions of this Agreement to the contrary, the Town and PCW jointly and severally agree to hold harmless Escrow Agent against any loss, liability or expense incurred without bad faith or willful misconduct on its part arising out of, or in connection with, its services under the terms of this Agreement, including without limitation the reasonable cost and expense of defending itself against any claim or liability, except that (i) PCW shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by the Town and (ii) the Town shall not have an obligation to indemnify Escrow Agent for any claim against Escrow Agent brought solely by PCW. Escrow Agent shall be entitled to rely upon the authenticity of any signature and the genuineness and validity of any writing received by Escrow Agent relating to this Agreement either through third-party attorneys retained by Xxxxxx Agent or through attorneys at Escrow Agent undertaking such defense at Escrow Agent’s reasonable billing rates. Escrow Agent may resign and be discharged of its duties hereunder by giving not less than ten (10) days written notice to the Town and PCW. In such event, the Town and PCW shall, within ten...
Limitation of Liability of Escrow Agent. In acting pursuant to this Escrow Agreement, the Escrow Agent shall be protected fully in every reasonable exercise of its discretion and shall have no obligation hereunder to either the Shareholders or to any other party except as expressly set forth herein. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to any person for any damages, losses or expenses, except for willful default or negligence and it shall, accordingly, not incur any such liability with respect to (1) any action taken or omitted in good faith upon advice of its counsel, counsel for the Company or counsel for the Representative given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement, and (2) any action taken or omitted in reliance upon any instrument, including written notices provided for herein, not only to its due execution and validity and effectiveness of its provisions, but also 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 and presented by a proper person or persons and to be in compliance with the provisions of this Agreement.
Limitation of Liability of Escrow Agent. Escrow Agent shall have no liability hereunder, except for damages, if any, resulting from Escrow Agent's negligence or willful misconduct; it being understood that by its acceptance of this escrow agency, Escrow Agent is acting in the capacity of a depositary and is not as such responsible or liable for the sufficiency, correctness, genuineness and/or receipt of instruments, documents or notices deposited and/or received under this Escrow Agreement. Upon notice to the other parties hereto, Escrow Agent may reimburse itself for any reasonable expenses, including attorneys fees, which Escrow Agent may incur as a result of any legal proceedings affecting this Escrow Agreement and/or the Escrow Agent's duties as depository hereunder.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.
Limitation of Liability of Escrow Agent. Escrow Agent may rely on and shall sustain no liability as a result of acting or refraining from acting upon any written notice, instruction or request furnished to Escrow Agent hereunder which is reasonably believed by Escrow Agent to be genuine and to have been signed or presented by a person reasonably believed by Escrow Agent to be authorized to act on behalf of the relevant party hereto. Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. Escrow Agent may consult with counsel of its own choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder, in good faith and in accordance with the opinion of such counsel.
Limitation of Liability of Escrow Agent. In acting pursuant to this Agreement, the Escrow Agent shall be protected fully in the exercise of his discretion and shall have no obligation or liability to Shareholder, Castle, or Exhaust, except for wilfull or gross negligence acts. In performing any of his duties hereunder, the Escrow Agent shall not incur any liability to any person for any damages, losses or expenses including attorney's fees.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.
