Common use of Non-Liability Clause in Contracts

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement and/or in any document deposited under the Escrow Agreement pursuant to any statute of limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties following a partial or complete distribution of the escrowed funds pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at its expense whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement Schedule A and/or in any document deposited under the Escrow this Agreement pursuant to any statute of limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties following Schixxxxxxx xxxlowing a partial or complete distribution of the escrowed funds Shares pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction instructions provided for in the Escrow this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal in value of the escrowed funds or any interest penalty Shares, whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at its expense whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement Schedule A and/or in any document deposited under the Escrow this Agreement pursuant to any statute of limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties following Verex xxxlowing a partial or complete distribution of the escrowed funds Shares pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction instructions provided for in the Escrow this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal in value of the escrowed funds or any interest penalty Shares, whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act they may do or omission omit to do under this Agreement while acting in good faith and in the exercise of its their own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent its members shall not be liable for the alteration, modification or elimination outlawing of any right permitted or given under the written instructions set forth in this Escrow Agreement and/or in any document deposited under of the Escrow Agreement pursuant to any statute of limitations or by reason of lachesTransaction Parties. The Escrow Agent and its members shall have no further responsibility or liability whatsoever to any or all the Transaction Parties following a release of the parties following a partial or complete distribution of the escrowed funds Escrowed Items pursuant to this Escrow Agreement. The Escrow Agent and its members shall not incur any liability with respect to any act action taken or omission omitted to be taken in reliance upon any document, document including any written notice or instruction instructions provided for in the Escrow this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, presume without inquiry, inquiry not only as to the due execution, execution and as to the validity and effectiveness of all documents it he receives, and but also as to the truth and accuracy of any information contained therein. The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions hereof or its duties hereunder and the Escrow Agent and its members shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. The cost of such services shall be borne by the Buyer. The Escrow Agent shall have no duties except those which are expressly set forth herein and the Escrow Agent shall not be responsible bound by any notice of a claim or liable for any diminution of principal of the escrowed funds demand with respect thereto or any interest penalty whatsoeverwaiver, for modification, amendment, termination or rescission of this Agreement, unless received by the Escrow Agent in writing and signed by the Transaction Parties and, if the Escrow Agent's duties hereunder are affected, unless the Escrow Agent shall have given its prior written consent thereto. The Escrow Agent is hereby expressly authorized and directed to take all steps he deems necessary, in its sole and absolute discretion, to comply with the provisions of any reasonstatute or regulation or other legislation of any jurisdiction or authority which imposes or purports to impose upon the Escrow Agent a duty or an obligation to take or refrain from taking any action with respect to the Escrowed Items.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement and/or in any document deposited under the Escrow Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties following a partial or complete distribution of the escrowed funds pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive (but not the only) evidence of such good faith. The Escrow Agent shall have the right to consult with independent counsel at the expense of the parties whenever any question arises concerning the Escrow Agreement this Agreement, and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement Appendix A and/or in any document deposited under the Escrow this Agreement pursuant to any statute of limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Principal Shareholders following a partial or complete distribution of the escrowed funds Escrowed Property pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction instructions provided for in the this Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoeverEscrowed Property. Notwithstanding the foregoing, nothing in this Agreement shall release the Escrow Agent from liability to the Principal Shareholders for any reasonact or omission involving the Escrow Agent's gross negligence or willful misconduct.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at the expense of the Parties whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement Schedule B and/or in any document deposited under the Escrow Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Parties following a partial or complete distribution of the escrowed funds Escrowed property pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds Escrowed Property or any interest penalty penalty, whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel whenever any question arises concerning the Escrow Agreement and shall incur no r' liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be r liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement and/or in any document deposited under the Escrow Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties following a partial or complete distribution of the escrowed funds pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgmentwithout gross negligence. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faithfaith and lack of gross negligence. The Escrow Agent shall have the right to consult with counsel whenever Whenever any question arises concerning the Agreement, the Escrow Agreement and Agent shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the joint instructions set forth in this Escrow Agreement Section 1.02 and/or in any document deposited under the Escrow Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Parties following a partial or complete distribution of the escrowed funds Escrowed Property pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds Escrowed Property or any interest penalty penalty, whatsoever, for any reason. The Escrow Agent will never be required to advance its own funds or incur personal financial liability in performing its duties under this Escrow Agreement. The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including without limitation the Setoff Rights Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

Non-Liability. The Escrow Agent shall not be liable for any act it may do or omission omit to do as Escrow Agent while acting in good faith and in the exercise of its own best prudent judgment. Any act done or omission omitted by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at the reasonable expense of the Parties whenever any question arises concerning the Escrow this Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination outlawing of any right permitted or given under the instructions set forth in this Escrow Agreement SCHEDULES B AND C and/or in any document deposited under the Escrow this Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Parties following a partial or complete distribution of the escrowed funds Escrowed Property pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act action taken or omission omitted to be taken in reliance upon any document, including any written notice or instruction instructions provided for in the Escrow this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, execution and validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at the expense of the Escrowing Parties whenever any question arises concerning the Escrow this Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement and/or in any document deposited under the Escrow Agreement pursuant to any statute of limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Escrowing Parties following a partial or complete distribution of the escrowed funds Escrowed Funds pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, document including any written notice or instruction provided for in the Escrow this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds Escrowed Funds or any interest penalty penalty, whatsoever, for any reason.

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at the expense of CrossPoint Foods and Oblas whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions set forth in this Escrow Agreement and/or in any document deposited under the this Escrow Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any either CrossPoint Foods or all of the parties Oblas following a partial or complete distribution of the escrowed funds Escrow Fund pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in the Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.Escrow

Non-Liability. The Escrow Agent shall not be liable for any act or omission while acting in good faith and in the exercise of its own best judgment. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right to consult with counsel at the expense of the Purchaser whenever any question arises concerning the Escrow Agreement and shall incur no liability for any delay reasonably required to obtain such advice of counsel. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under the instructions Instructions set forth in this Escrow Agreement Schedule B and/or in any document deposited under the Escrow this Agreement pursuant to any statute Statute of limitations Limitations or by reason of laches. The Escrow Agent shall have no further responsibility or liability whatsoever to any or all of the parties Parties following a partial or complete distribution of the escrowed funds Escrowed Property pursuant to this Escrow Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction instructions provided for in the this Escrow Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without inquiry, the due execution, validity and effectiveness of all documents it receives, and also the truth and accuracy of any information contained therein. The Escrow Agent shall not be responsible or liable for any diminution of principal of the escrowed funds or any interest penalty whatsoever, for any reason.accuracy