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 question 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
Limitation of Liability of Escrow Agent. Notwithstanding anything to the contrary in this Escrow Agreement, the Escrow Agent is entering into this Escrow Agreement, and in its capacity as Escrow Agent performing the obligations and exercising the rights hereunder solely as Escrow Agent under this Escrow Agreement, pursuant to instructions contained in this Escrow Agreement and not in its individual or corporate capacity. In no case whatsoever shall the Escrow Agent (or any entity acting as successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) be personally liable on, or in respect of, any of the obligations or duties of the Grantor, the Beneficiary under this Escrow Agreement, or for the payment of any fee, expense, cost, damage, claim, liability or other obligation arising out of or related to any of the foregoing (collectively, the “Escrow Obligations”). No recourse shall be had against the Escrow Agent (or any successor Escrow Agent, co-escrow agent or separate Escrow Agent under this Escrow Agreement) in its corporate or individual capacities or against any stockholder, officer, director, employee or agent of the Escrow Agent or any successor Escrow Agent, co-escrow agent or separate Escrow Agent for the payment of any and all sums payable under the Escrow Obligations or for any claim, liability, damage, cost, expense, fee or other obligation based on or arising out of any provision thereof or on or out of any of the instruments and agreements to be executed, delivered and performed hereunder, as to all of which the Beneficiary and the Grantor agree to look solely to the Escrow Estate, except for any loss caused by the Escrow Agent’s willful misconduct, negligence or lack of good faith. The obligation of the Escrow Agent to make any and all payments hereunder, or in respect of or under the Escrow Obligations of whatsoever nature, shall be solely from the Escrow Estate, and nothing herein shall be deemed to impose obligations on the Escrow Agent other than those expressly set forth in this Escrow Agreement. The Escrow Agent shall have no responsibility to determine whether the Escrow Assets in the Operating Account are sufficient or proper to secure the Grantor’s liabilities under the Contractual Liability Policy[ies]. The Beneficiary’s determination or reevaluation of the sufficiency of the Escrow Assets shall govern. Except as otherwise provided in Sections 5.7 and 10.1 of this Escrow Agreement, the Escrow Agent agrees that it shall have no right again...
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.
