Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except in the event of gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (a) any act or failure to act made or omitted in good faith, or (b) any action taken or omitted in reliance upon any instrument, including any written 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 or determining the scope of any agent's authority. In addition, the Escrow Agent, at the expense of Buyer and Seller, may consult with legal counsel in connection with its duties under this Agreement and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. Escrow Agent may satisfy Buyers's and Seller's obligation to pay such fees in the same manner as is provided in Section 7, above. The Escrow Agent shall not be responsible for mistakes with respect to determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement to the extent the Escrow Agent is not grossly negligent.

Liability of the Escrow Agent. (a) In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for consequential damages, losses (including, without limitation lost profits) losses, or expenses, except in the event of for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (a) any act or failure to act made or omitted in good faith, faith or (b) for any action taken or omitted in reliance upon any instrument, including any written 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 fraud, impersonations, or determining the scope of any agent's representative authority. In addition, the Escrow Agent, at the expense of Buyer and Seller, Agent may consult with legal counsel in connection with its the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. Escrow Agent may satisfy Buyers's and Seller's obligation to pay such fees in the same manner as is provided in Section 7, above. The Escrow Agent shall is not be responsible for mistakes with respect to determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement to the extent the Agreement. The Escrow Agent is shall not grossly negligentbe responsible for the authenticity of any instructions, or be in any way liable for any unauthorized instruction or for acting on such an instruction, whether or not the person giving the instruction was, in fact, an authorized representative of WAKO and the Sellers.

Liability of the Escrow Agent. (a) In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for consequential damages, losses (including, without limitation lost profits) losses, or expenses, except in the event of for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (a) any act or failure to act made or omitted in good faith, faith or (b) for any action taken or omitted in reliance upon any instrument, including any written 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 fraud, impersonations, or determining the scope of any agent's representative authority. In addition, the Escrow Agent, at the expense of Buyer and Seller, Agent may consult with legal counsel in connection with its the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered suffered, or permitted by it him/her in good faith in accordance with the advice of counsel. Escrow Agent may satisfy Buyers's and Seller's obligation to pay such fees in the same manner as is provided in Section 7, above. The Escrow Agent shall is not be responsible for mistakes with respect to determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement to the extent the Agreement. The Escrow Agent is shall not grossly negligentbe responsible for the authenticity of any instructions, or be in any way liable for any unauthorized instruction or for acting on such an instruction, whether or not the person giving the instruction was, in fact, an authorized representative of Pubco and the Shareholder Agent.

Liability of the Escrow Agent. In performing any of its duties under this Escrow Agreement, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except in the event of gross negligence or willful misconduct on the part of the Escrow Agentits part. The Escrow Agent shall not incur any such liability for (ai) any act or failure to act made or omitted in good faith, or (bii) any action taken or omitted in reliance upon any instrument, including any written 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 fraud, impersonations, or determining the scope of any agent's authority. In addition, the Escrow Agent, at the expense of Buyer and Seller, Agent may consult with legal counsel of its choice in connection with its duties under this Agreement and shall be fully protected in any act taken, suffered suffered, or permitted by it in good faith in accordance with the advice of counsel. Escrow Agent may satisfy Buyers's and Seller's obligation to pay such fees in the same manner as is provided in Section 7, above. The Escrow Agent shall is not be responsible for mistakes with respect to determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement Escrow Agreement. The Escrow Agent undertakes to the extent perform such duties as are specifically set forth in this Escrow Agreement, and the Escrow Agent is shall not grossly negligentbe 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.