Common use of Exculpation of Escrow Agent Clause in Contracts

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Escrow Agreement; and (d) the Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, Newco or the Stockholders, InSite and the Stockholders shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof; InSite, Newco and the Stockholders shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute or as determined by the court or other party resolving such dispute.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall not have no any liability of any kind whatsoever for the performance of any duties imposed upon the such Escrow Agent under this Escrow Agreement Agreement, or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Escrow Agreement; and (d) the Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, Newco or among the Stockholders, InSite and the Stockholders shall pay, on demandparties, the reasonable Parent shall pay the attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent EB&G in respect thereof; InSite, Newco and each Indemnitee shall pay the Stockholders shall be jointly attorneys fees and severally liable for other costs incurred by his attorneys in respect thereof. In the event that EB&G resigns at any time as Escrow Agent, the Parent shall, within 15 days from the date of such feesresignation, costs designate a successor Escrow Agent that is reasonably acceptable to each of the Indemnitees. It is understood and expenses but, as between themselves, such fees, costs and expenses shall be paid agreed by the party losing such dispute parties that EB&G may continue to represent the Parent in any and all matters, which representation may include matters pertaining to this Agreement or as determined by the court or other party resolving such disputeMerger Agreement (including any litigation stemming therefrom).

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Agreement; (d) provided that the funds are invested as directed, the Escrow AgreementAgent shall have no responsibility for the rate or amount of interest, if any, earned on the Escrow Account or for the preservation of the principal of the Escrow Account; and (de) the Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, Newco or the Stockholders, InSite II-VI Lightning and the Stockholders Shareholders, II-VI Lightning and the Shareholders shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof; InSite, Newco II-VI Lightning and the Stockholders Shareholders shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute dispute. INDEMNIFICATION. In consideration of its acceptance of the appointment as the Escrow Agent, the other parties hereto, jointly and severally, agree to indemnify and hold the Escrow Agent harmless as to any liability incurred by it to any person, firm or as determined corporation by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Escrow Agent for all its reasonable expenses, including, among other things, counsel fees and court costs, incurred by reason of its position hereunder or other party resolving such disputeactions taken pursuant hereto or actions taken hereto. This indemnity shall survive the termination of this Agreement and the resignation or removal of the Escrow Agreement.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Agreement; (d) provided that the Escrowed Shares are held as directed, the Escrow AgreementAgent shall have no responsibility for the preservation of such shares; and (de) the Escrow Agent may rely and/or act upon any instrument or document reasonably believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or partyPerson, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not neither be liable responsible for , nor chargeable with, knowledge of the terms and conditions of any error of judgmentother agreement, instrument or for any act done or step taken or omitted by it in good faith or for any mistake of fact or lawdocument between the other parties hereto, or for anything which it may do or refrain from doing in connection herewith, except its own bad faithincluding without limitation the Purchase Agreement. This Agreement sets forth all matters pertinent to the escrow -54- 59 contemplated hereunder, willful misconduct and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or gross negligenceany other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event of any dispute between InSiteAdvancePCS and Sellers, Newco or the Stockholders, InSite AdvancePCS and the Stockholders Sellers shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof; InSite, Newco . AdvancePCS and the Stockholders Sellers shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such the fees, costs and expenses shall be paid by the prevailing party losing such dispute or as determined by the court or other party resolving in any such dispute.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Purchase Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Escrow Agreement; and (d) the Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, Newco or InSite and the Stockholders, InSite and the Stockholders shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof; InSite, Newco InSite and the Stockholders shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute or as determined by the court or other party resolving such dispute.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to Except for its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken gross negligence or omitted in good faith willful misconduct in connection with its material breach of this Escrow Agreement which is the written advice sole cause of any loss to Investor or opinion of such counsel. The the Company: (a) Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damagesindemnified and held harmless by the Company against any loss, losses liability, claim, damage, injury, demand or expenses expense, including reasonable legal fees through all trial and appellate levels, arising out of this or in connection with the performance of the Escrow AgreementAgent’s obligations hereunder, including the costs and expenses incurred in connection with the collection of its fees and including the costs and expenses of defending itself against any claim or liability arising out of or in connection with the performance of its duties hereunder; and (d) the Escrow Agent shall have no responsibility for any interest earned on the Escrow Deposit; and (e) the Escrow Agent may rely and/or or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. In the event the Escrow Agent is notified of any dispute, disagreement or legal action by any third party relating to or arising in connection with the escrow account, the Escrow Deposit, or the performance of the Escrow Agent’s duties under this Escrow Agreement, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings, arbitration, or other means as the Escrow Agent may require in its sole discretion. The Escrow Agent shall be entitled to consult with counsel of its choosing (including internal counsel) and shall not be liable for any error of judgment, or for any act done or step taken suffered or omitted by it in good faith or for in accordance with the advice of such counsel. Any amounts owed to the Escrow Agent pursuant to this Escrow Agreement, including without limitation, any mistake amounts arising from the indemnification obligations of fact or lawthe Company set forth above in this Section 4, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, Newco or the Stockholders, InSite be deducted and the Stockholders shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred set off by the Escrow Agent in respect thereof; InSite, Newco and against the Stockholders shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute or as determined by the court or other party resolving such disputeEscrow Deposit.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law), which the parties agree are ministerial in nature. If in doubt as to its duties and responsibilities hereunder, the Escrow Agent may consult with counsel of its choice and shall be protected in any action taken or omitted in good faith in connection with the written advice or opinion of such counsel. The Escrow Agent shall not be deemed to have any knowledge of or responsibility for the terms of any other agreement or instrument including the Merger Agreement. The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security, document or instrument held by or delivered to it. Except for the Escrow Agent's own fraud, bad faith, willful misconduct or gross negligence: (a) the Escrow Agent shall have no liability of any kind whatsoever for the performance of any duties imposed upon the Escrow Agent under this Escrow Agreement or for any action or failure to act taken in good faith by the Escrow Agent hereunder; (b) the Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto; (c) the Escrow Agent shall not be liable to anyone for damages, losses or expenses arising out of this Escrow Agreement; and (d) the Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth and accuracy of any information contained therein. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own bad faith, willful misconduct or gross negligence. In the event of any dispute between InSite, /Newco or the Stockholders, InSite InSite/Newco and the Stockholders shall pay, on demand, the reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent solely in respect thereofits capacity as Escrow Agent hereunder; InSite, Newco and the Stockholders shall be jointly and severally liable for such fees, costs and expenses but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute or as determined by the court or other party resolving such dispute.