Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
Limitation of Liability of Escrow Agent. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for willful default or knowing violation of law, and it shall, accordingly, not incur any such liability with respect to: (i) any action taken or omitted in good faith upon advice of its counsel or counsel for the Client given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement; or (ii) any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and accuracy of any information contained therein, which the 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 with the provisions of this Agreement.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for direct losses caused by its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
Limitation of Liability of Escrow Agent. In acting pursuant to this Escrow Agreement, the Escrow Agent shall be protected fully in every reasonable exercise of its discretion and shall have no obligation hereunder to either the Shareholders or to any other party except as expressly set forth herein. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to any person for any damages, losses or expenses, except for willful default or negligence and it shall, accordingly, not incur any such liability with respect to (1) any action taken or omitted in good faith upon advice of its counsel, counsel for the Company or counsel for the Representative given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement, and (2) any action taken or omitted in reliance upon any instrument, including written notices provided for herein, not only to its due execution and validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed and presented by a proper person or persons and to be in compliance with the provisions of this Agreement.
Limitation of Liability of Escrow Agent. The Other Parties agree: (i) in holding the Xxxxxxx Money Deposit, Escrow Agent is acting as a stakeholder at the request of and as an accommodation to the Other Parties and Escrow Agent is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of any agreement by, between or among the Other Parties; (ii) Escrow Agent will deposit the Xxxxxxx Money Deposit in a segregated interest-bearing account; (iii) jointly and severally to indemnify and hold harmless Escrow Agent from any loss, Exhibit “D” claim, expense or damage (including reasonable attorneys’ fees) incurred in connection with the performance of Escrow Agent’s duties hereunder, except for Escrow Agent’s bad faith, willful misconduct or negligence; (iv) subject to the provisions of Section 2(c) above, Escrow Agent may rely upon any Demand Notice received from either Seller or Purchaser; (v) Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document which Escrow Agent in good faith believes to be genuine and what it purports to be; (vi) Escrow Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder; and it shall be fully protected in acting in accordance with the opinion and instruction of such counsel; (vii) Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it hereunder, or for the value or collectability of any check or other instrument so delivered or for any representation made or obligations assumed by any Other Party and nothing herein shall be deemed to obligate Escrow Agent to deliver any cash or wire any funds or release any documents unless the same shall have first been received by Escrow Agent pursuant to this Agreement; and (viii) in the event of a dispute among or between any of the Other Parties, Escrow Agent may at its option take any of the following actions (A) continue to hold the Xxxxxxx Money Deposit pursuant to the terms hereof, or (B) at the joint and several cost and expense of the Other Parties, deposit the Xxxxxxx Money Deposit into a court of competent jurisdiction. Upon such deposit of the Xxxxxxx Money Deposit in accordance with (B), Escrow Agent shall be relieved and...
Limitation of Liability of Escrow Agent. 11.1 The obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The Escrow Agent may act in reliance upon any writing, instrument, and/or signature, whether original or facsimile, which the Escrow Agent, in good faith, believes to be genuine, may assume the validity, truth, and accuracy of any statement or assertion contained in such a writing or instrument, and that any person purporting to give any writing, notice, advice, or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner or validity of any instrument deposited or delivered pursuant to this Agreement, nor as to the identity, authority, or right of any person executing the same. Without limiting the foregoing, the Escrow Agent shall have no responsibility to determine whether the holding, disbursement, payment or delivery of the contents of an Escrow Account is appropriate or required under the applicable documents.
Limitation of Liability of Escrow Agent. Escrow Agent shall have no liability hereunder, except for damages, if any, resulting from Escrow Agent's negligence or willful misconduct; it being understood that by its acceptance of this escrow agency, Escrow Agent is acting in the capacity of a depositary and is not as such responsible or liable for the sufficiency, correctness, genuineness and/or receipt of instruments, documents or notices deposited and/or received under this Escrow Agreement. Upon notice to the other parties hereto, Escrow Agent may reimburse itself for any reasonable expenses, including attorneys fees, which Escrow Agent may incur as a result of any legal proceedings affecting this Escrow Agreement and/or the Escrow Agent's duties as depository hereunder.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.
Limitation of Liability of Escrow Agent. The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable.
Limitation of Liability of Escrow Agent. Escrow Agent may rely on and shall sustain no liability as a result of acting or refraining from acting upon any written notice, instruction or request furnished to Escrow Agent hereunder which is reasonably believed by Escrow Agent to be genuine and to have been signed or presented by a person reasonably believed by Escrow Agent to be authorized to act on behalf of the relevant party hereto. Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. Escrow Agent may consult with counsel of its own choice, and shall have full and complete authorization and protection for any action taken or suffered by it hereunder, in good faith and in accordance with the opinion of such counsel.
