Common use of Exculpation and Indemnification of Escrow Agent Clause in Contracts

Exculpation and Indemnification of Escrow Agent. a. Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Escrow Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Escrow Agreement and instructions to Escrow Agent pursuant to the terms of this Escrow Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, absent gross negligence or willful misconduct. Escrow Agent may rely conclusively on, and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by 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 reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciaries.

Exculpation and Indemnification of Escrow Agent. a. If is understood and agreed that the Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Escrow Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will shall: (a) be under no liability duty to anyone by reason of accept information from any failure on the part of any party hereto (Person other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Escrow Agreement either the Purchaser Parties and instructions to Escrow Agent pursuant the Company Parties and then only to the terms of extent and in the manner provided in this Escrow Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof. Escrow Agent will not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, absent gross negligence or willful misconduct. Escrow Agent may rely conclusively on, and will ; (b) be protected in acting upon, upon any order, written notice, demandopinion, request, certificate, or opinion or advice of counsel (including counsel chosen by Escrow Agent)approval, statement, instrument, report consent 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 reasonably believed by Escrow Agent it in good faith to be genuine and to be signed or presented by the proper person party or persons. The parties; (c) be deemed conclusively to have given and delivered any notice required to be given or delivered hereunder if the same is given in accordance with Section 17 hereof; (d) be indemnified and held harmless jointly and severally by the Company against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement, except such claims as are occasioned by its bad faith, gross negligence, willful misconduct, fraud or any other breach of fiduciary duty; provided, however, that promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against any of the other parties hereto, notify each other party thereof in writing; and provided, further, that the indemnitor hereunder shall be entitled, jointly and severally and at their own expense, to participate in and/or assume the defense of any such action, suit or proceeding; (e) have no liability or duty to inquire into the terms and conditions of any agreements to which the Escrow Agent is not a party, its duties under this Agreement being understood to be purely ministerial in nature; (f) be permitted to consult with counsel of its choice selected with reasonable care and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the written advice of such counsel; provided, however, that nothing contained in this subsection (f), nor any action taken by the Escrow Agent, or of any counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its bad faith, gross negligence, willful misconduct, fraud or any other breach of fiduciary duty, all as provided in subsection (d) above; (g) not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement, unless the same shall be in writing and signed by the parties hereto; (h) if and to the extent it is uncertain as to its duties and responsibilities rights hereunder, be entitled to refrain from taking any action other than to keep all property held by it in escrow until it shall be directed otherwise in a joint writing by the Purchaser Parties and the Company Parties, in accordance with this Agreement, or by a final judgment of a court or arbitrator of competent jurisdiction; (i) have no liability for any act or omission done pursuant to the instructions contained or expressly provided for herein, or written instructions given by joint instructions of the Purchaser Parties and the Company Parties pursuant hereto; (j) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Purchaser Parties and the Company Parties, in accordance with Section 17 hereof, at least thirty (30) business days prior to the date specified for such resignation to take effect; in which case, upon the effective date of such resignation: (i) all cash and other payments and all other property then held by the Escrow Agent hereunder shall be determined solely delivered by it to such Person as may be designated jointly in writing by the express Purchaser Parties and the Company Parties, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such Person has been designated by such date, the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a Person designated jointly in writing by the Purchaser Parties and the Company Parties, or, if no such Person shall have been so designated, in accordance with the directions of a final order or judgment of a court of competent jurisdiction, and the provisions of subsections (f), (j) and (k) of this Section 8 shall remain in effect; and (k) be reimbursed upon its request for all reasonable expenses, disbursements and advances incurred or made by it in accordance with any provisions of this Escrow Agreement and no Agreement, except any such expenses, disbursements or advances as may be attributable to its gross negligence, willful misconduct (including breach of this Agreement), bad faith, fraud or other or further duties or responsibilities breach of fiduciary duty. All reimbursements pursuant to this Section 8(k) shall be implied, including, but made by the Company. (l) The Escrow Agent shall not limited to, be entitled to indemnification from the Escrow Fund for any obligation under or imposed indemnification required by any laws of the State of New York upon fiduciariesthis Section 8. 9. [INTENTIONALLY OMITTED] 10.

Exculpation and Indemnification of Escrow Agent. a. The Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Escrow Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice. Escrow Agent will shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent will shall have no liability to the Company or the Underwriter, or to their respective shareholders, partners, or members, officers or directors, employees, affiliates, or any other person, with respect to any suspension of performance or disbursement, specifically including any liability or claimed liability that may arise or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrowed Funds or any delay in or with respect to any other action required or requested of the Escrow Agent; provided, however, that the Escrow Agent complies with this Agreement and fulfills its obligations pursuant to this Agreement . The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure failure, on the part of any party hereto (other than Escrow Agent) or any maker, guarantor, endorser or other signatory of a document or any document other person, to perform such person's or entity's ’s obligations hereunder or under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent pursuant by the escrowing parties relating to the terms of this Escrow AgreementEscrowed Funds, the Escrow Agent will shall not be obligated to recognize any agreement between or among any or all of the persons or entities referred to hereinescrowing parties, notwithstanding its knowledge thereof. Escrow Agent will not that references thereto may be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, absent gross negligence or willful misconduct. Escrow Agent may rely conclusively on, made herein and will be protected in acting upon, any order, notice, demand, certificate, or opinion or advice of counsel (including counsel chosen by 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 reasonably believed by Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The duties and responsibilities of the Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and no other or further duties or responsibilities shall be implied, including, but not limited to, any obligation under or imposed by any laws of the State of New York upon fiduciarieshas knowledge thereof.