Escrow Agent Provisions Clause Samples

Escrow Agent Provisions. (a) In performing any duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful misconduct, willful default, breach of trust, or gross negligence, and accordingly Escrow Agent shall not incur any such liability with respect to any action taken or omitted in reliance upon any instrument, including any written instrument or instruction provided for in this Agreement, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of information contained therein, which 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 to the provisions of this Agreement. (b) The Company hereby agrees to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including the reasonable cost of attorneys' fees and disbursements, that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with acceptance of appointment as the escrow agent hereunder, or the performance of duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, except where such losses, claims, damages, liabilities and expenses result from willful default, breach of trust or gross negligence. (c) In the event of a dispute between the parties hereto sufficient in Escrow Agent's discretion to justify doing so, Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any uncertainty as to Escrow Agent's duties hereunder, Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and Escrow Agent shall have no liability to the Company or to any other person as a result of such action. Any such legal action may be brought in such court as Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not deprive Escrow Agent of any compensation earned prior to such filing. (d) This Agreement shall not be modified, revoked, released or terminated unless reduced to writing and signed by all parties hereto, subject to ...