Common use of Exculpation of Escrow Agent Clause in Contracts

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law). The Escrow Agent shall have not liability whatsoever for the performance of any duties imposed upon the Escrow Agent under this Agreement or for any action or failure to act by the Escrow Agent hereunder. The Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth or accuracy of any information contained therein. In the event of any dispute between Buyer and Paradigm, Buyer and Paradigm shall pay, on demand, reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof. Buyer and Paradigm shall be jointly and severally liable for such fees, costs and expenses, but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute.

Exculpation of Escrow Agent. The Escrow Agent shall have no duties or responsibilities except for those set forth herein (and required by applicable law). The Escrow Agent shall have not no liability whatsoever for the performance of any duties imposed upon the Escrow Agent under this Agreement or for any action or failure to act by the Escrow Agent hereunder. The Escrow Agent shall not be responsible for the acts or omissions of any other parties hereto. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent may rely and/or act upon any instrument or document believed by the Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person or party, and may assume in good faith the authenticity, validity and effectiveness thereof and shall not be obligated to make any investigation or determination as to the truth or accuracy of any information contained therein. In the event of any dispute between Buyer the Shareholder and Paradigmthe Company, Buyer the Shareholder and Paradigm the Company shall pay, on demand, reasonable attorneys' fees and other reasonable costs and expenses incurred by the Escrow Agent in respect thereof. Buyer The Shareholder and Paradigm the Company shall be jointly and severally liable for such fees, costs and expenses, but, as between themselves, such fees, costs and expenses shall be paid by the party losing such dispute.