Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of the Escrow Agent. The duties Escrow Agent shall have no liability or obligation with respect to the Indemnification Escrow Fund except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder are purely ministerial shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In performing The Escrow Agent may consult legal counsel selected by it in the event of any duties under dispute or question of the construction of this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, Merger Agreement or expenses, except for gross negligence the Indemnification Agreements or willful misconduct on seek the part assistance of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on , and shall not incur any no liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice opinion or instruction of counsel; provided such counsel or such court. Provided that the Escrow Agent exercised reasonable care shall be in compliance with its duties hereunder, Parent and each Securityholder hereby jointly agree to indemnify and hold harmless the selection of such counsel. The Escrow Agent is not responsible for determining against any and verifying all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursement, which may be imposed upon the authority Escrow Agent or incurred by the Escrow Agent in connection with its acceptance of appointment as escrow agent hereunder, or the performance of its duties hereunder, including any person acting litigation arising from this Agreement or purporting to act on behalf involving the subject matter hereof of any party to this Agreementthe cash deposited hereunder.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any of its duties under this Escrow Agreement, the Escrow Agent shall not be liable to any party for damages, losses, losses or expenses, except for in the event of gross negligence or willful misconduct on the part of its part. In no event shall the Escrow Agent (each as finally determined by a court of competent jurisdiction)be liable for punitive, consequential or incidental damages. The Escrow Agent shall be fully protected in relying on and shall not incur any such liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken, suffered taken or omitted to be taken in reliance on upon any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Escrow Agreement that the Escrow Agent shall in good faith believe to be genuine, ; nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative agent's authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel of its choice in connection with the Escrow Agent's its duties under this Escrow Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken permitted by it in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Escrow Agreement. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Escrow Agreement. No implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent.

Liability of the Escrow Agent. The Escrow Agent shall have no liability or obligation with respect to the Escrow Account except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment and disbursement of the amounts in the Escrow Account in accordance with the terms of this Escrow Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder are purely ministerial shall in naturegood faith believe (a) to be genuine, (b) to have been signed or presented by the person or parties purporting to sign the same, and (c) to conform to the provisions of this Escrow Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damages, losses, legal action or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur commence any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel proceeding in connection with the Escrow Agent's Account or this Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of its duties under this Agreement hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instruction of such counsel. The Escrow Agent is not responsible for determining Purchaser and verifying the authority Seller shall each promptly pay, upon demand, one-half of the reasonable and documented fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. (a) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow except for the Escrow Agent's proven willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. The Shareholder Representative represents and warrants that he is authorized as agent and attorney-in-fact to make and enter into this Agreement on behalf of the Shareholders. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damageslegal action or commence any proceeding in connection with the Escrow, lossesany account in the Escrow is deposited, this Agreement or the Acquisition Agreement, or expensesto appear in, except for gross negligence prosecute or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)defend any such legal action or proceeding. The Escrow Agent shall be fully protected may consult legal counsel selected by it in relying on the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall not incur any no liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected indemnified from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instruction of such counsel. The Escrow Agent is not responsible Glenayre and the Shareholder Representative (but only as agent and attorney-in-fact for determining the Shareholders), jointly and verifying severally, shall promptly pay, upon demand, the authority reasonable fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. (a) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow, except for the Escrow Agent's willful misconduct or gross negligence or breach of this Agreement. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in naturegood faith, after reasonable inquiry, believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damageslegal action or commence any proceeding in connection with the Escrow, lossesany account in which the Escrow is deposited, this Agreement or the Merger Agreement, or expensesto appear in, except for gross negligence prosecute or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)defend any such legal action or proceeding. The Escrow Agent shall be fully protected may consult legal counsel selected by it in relying on the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall not incur any no liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected indemnified from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection written opinion or instruction of such counselcounsel provided to each of TAS and TIMCO. The Escrow Agent is not responsible for determining Parties, jointly and verifying severally, shall promptly pay, upon demand, the authority reasonable fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for the Escrow Agent's willful misconduct or gross negligence. The duties Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, and consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damages, losses, legal action or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur commence any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel proceeding in connection with the Escrow Agent's duties under Funds, any account in which Escrow Funds are deposited, this Agreement or the Equity Line of Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully protected indemnified from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instructions of such counsel. The Escrow Agent is not responsible for determining Company and verifying the authority Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. The It is agreed that the duties of the Escrow Agent hereunder are only such as are herein specifically provided, being purely ministerial in nature, and it shall incur no liability whatsoever except for willful misconduct. In performing It is understood that nothing in this Agreement shall preclude the Escrow Agent from acting as counsel to the Borrower or the Guarantor. The Guarantor (i) agrees to hold the Lender harmless from and against any duties liability of any nature whatsoever and (ii) releases, discharges and waives any claim and causes of action of whatever nature against the Lender that it may currently have available to it or which may arise hereafter, absolute or contingent, known or unknown, arising out of or in connection with any action or omission to act by the Escrow Agent under or in connection with this Agreement, whether or not the Escrow Agent shall not would be liable to any party for damageshereunder, losses, at law or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)in equity. The Escrow Agent shall be fully protected under no responsibility in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope respect of any representative authority, provided that of the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction)items deposited with it other than faithfully to follow the instructions herein contained. In addition, the Escrow Agent It may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act takenaction taken in good faith, suffered, or omitted to be taken by it in accordance with such advice. It shall not be required to defend any legal proceedings which may be instituted against it in respect of the advice subject matter of counsel; provided that this Escrow Agreement unless it is requested so to do by any of the Escrow Agent exercised reasonable care in parties hereto and it is indemnified to its satisfaction against the selection cost and expense of such counseldefense. The Escrow Agent is It shall not responsible for determining and verifying the authority be required to institute legal proceedings of any person acting kind. It shall have no responsibility for the genuineness or purporting to act on behalf validity of any party document or other item deposited with it, and it shall be fully protected in acting in accordance with any written instructions given to this Agreementit hereunder and believed by it to have been signed by the proper parties.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or negligence, willful misconduct or bad faith on the part of the Escrow Agent (each which for all purposes of any Section of this Agreement shall be as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice memorandum or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuinegenuine and provided that the Escrow Agent acted without gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction or by binding arbitration), nor will the Escrow Agent be liable or responsible for the forgeries, fraud, impersonationsimpersonations of others, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or negligence, willful misconduct or bad faith (each as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in good faith in accordance with the advice of counsel; provided PROVIDED, HOWEVER, that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees, and the Escrow Agent shall not be liable or responsible for any misconduct or negligence on the part of any such agent, custodian or nominee absent gross negligence, willful misconduct or bad faith on the part of the Escrow Agent in the selection and continued employment thereof.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or negligence, willful misconduct or bad faith on the part of the Escrow Agent (which for all purposes of any Section of this Agreement shall each be as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuinegenuine and provided that the Escrow Agent acted without gross negligence, willful misconduct or bad faith, nor will the Escrow Agent be liable or responsible for the forgeries, fraud, impersonationsimpersonations of others, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or negligence, willful misconduct (each as finally determined by a court of competent jurisdiction)or bad faith. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees, and the Escrow Agent shall not be liable or responsible for any misconduct or negligence on the part of any such agent, custodian or nominee absent gross negligence, willful misconduct or bad faith on the part of the Escrow Agent in the selection and continued employment thereof.

Liability of the Escrow Agent. a. The duties Escrow Agent shall have no liability or obligation with respect to the Escrow Property except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Property in accordance with the terms of this Escrow Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damages, losses, legal action or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur commence any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel proceeding in connection with the Escrow Agent's Property, any account in which Escrow Property are deposited, this Escrow Agreement or the Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties under this Agreement hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully protected indemnified from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instruction of such counsel. The Escrow Agent is not responsible for determining SFBC shall promptly pay, upon demand, the reasonable fees and verifying the authority expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. a. The duties Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which the Escrow Agent shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, and consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damages, losses, legal action or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur commence any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel proceeding in connection with the Escrow Agent's duties under Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully protected indemnified from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instructions of such counsel. The Escrow Agent is not responsible for determining Company and verifying the authority Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)Agent. The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such the forgeries, fraud, or impersonations of others were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction)misconduct. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees.