Common use of Exculpation Provisions for Escrow Agent Clause in Contracts

Exculpation Provisions for Escrow Agent. (a) It is agreed that (i) Escrow Agent shall in no case or event be liable for any direct or indirect damage caused by the exercise of Escrow Agent’s discretion in any particular manner, or for any other reason, except gross negligence or a willful breach with reference to its duties hereunder; (ii) Escrow Agent shall not be liable or responsible for the sufficiency or correctness as to form, manner of execution, or validity of any instrument tendered to Escrow Agent hereunder, nor as to identity, authority, or rights of any person executing the same; and (iii) Escrow Agent shall not be liable or responsible for Escrow Agent’s failure to ascertain the terms or conditions, or to comply with any of the provisions of any agreement, contract or other documents other than its instructions contained herein as amended from time to time in accordance with the terms hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gasco Energy Inc), Agreement and Plan of Merger (Brek Energy Corp)

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Exculpation Provisions for Escrow Agent. (a) It is agreed that (i) the Escrow Agent shall in no case or event be liable for any direct direct, indirect, or indirect consequential damage caused by the exercise of the Escrow Agent’s discretion in any particular manner, or for any other reason, except gross negligence or a willful breach with reference to its duties hereunder; (ii) the Escrow Agent shall not be liable or responsible for the sufficiency or correctness as to form, manner of execution, or validity of any instrument tendered to the Escrow Agent hereunder, nor as to identity, authority, or rights of any person executing the same; and (iii) the Escrow Agent shall not be liable or responsible for the Escrow Agent’s failure to ascertain the terms or conditions, or to comply with any of the provisions of any agreement, contract or other documents other than its instructions contained herein as amended from time to time in accordance with the terms hereof.

Appears in 1 contract

Samples: Escrow Agreement (Cyberdefender Corp)

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Exculpation Provisions for Escrow Agent. (a) It is agreed that (i) Escrow Agent shall in no case or event be liable for any direct or indirect damage caused by the exercise of Escrow Agent’s 's discretion in any particular manner, or for any other reason, except gross negligence or a willful breach with reference to its duties hereunder; (ii) Escrow Agent shall not be liable or responsible for the sufficiency or correctness as to form, manner of execution, or validity of any instrument tendered to Escrow Agent hereunder, nor as to identity, authority, or rights of any person executing the same; and (iii) Escrow Agent shall not be liable or responsible for Escrow Agent’s 's failure to ascertain the terms or conditions, or to comply with any of the provisions of any agreement, contract or other documents other than its instructions contained herein as amended from time to time in accordance with the terms hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lexicon Genetics Inc/Tx)

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