Liabilities of Escrow Agent. (a) Escrow Agent will not have any responsibility or liability with respect to any transactions between Changepoint and Customers other than its obligation to deliver copies of the Source Code and Updated Source Code, as the case may be, held by it in accordance with the terms of this agreement. Escrow Agent will not be responsible for the truth of any matter represented or stated in any affidavit or communication. (b) Escrow Agent is not a party to, or is not bound by, any provisions which may be evidenced by, or arise out of, any agreement other than as herein set forth under the express provisions of this agreement. (c) Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatever for the efficiency, correctness, genuineness or validity of any Source Code or Updated Source Code deposited with it, or for the form or execution of such instrument, or for the identity or authority or right of any person or party executing or depositing it. (d) Escrow Agent may act upon any written notice, request, waiver, consent, receipt or other paper or document apparently signed by the proper person or party, unless Escrow Agent knows or has reason to believe that such notice, request, waiver, consent, receipt, or other paper or document, as the case may be, was not signed by the proper person or party. (e) Escrow Agent may seek the advice of legal counsel in the event of any question or dispute as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability in acting in accordance with the opinion and instructions of such counsel, unless such action involves a breach of this agreement. (f) Escrow Agent shall not be liable for any error of judgement, or for any act done or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or omit from doing in connection herewith, except its own wilful misconduct or breach of this agreement. (g) None of the provisions contained in this agreement shall require Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless Escrow Agent is indemnified by the person for whom Escrow Agent is asked to act against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.
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Sources: Oem Agreement (Changepoint Corp)
Liabilities of Escrow Agent. Unless otherwise expressly provided in this Escrow Agreement, Escrow Agent shall:
(a) Escrow Agent will not have any responsibility or liability with respect to any transactions between Changepoint and Customers other than its obligation to deliver copies of the Source Code and Updated Source Code, as the case may be, held by it in accordance with the terms of this agreement. Escrow Agent will not be responsible held liable for the truth of any matter represented action or stated failure to act under or in any affidavit connection with this Escrow Agreement, except for its own gross negligence or communication.willful misconduct;
(b) have no responsibility to inquire into or determine the genuineness, authenticity or sufficiency of any securities, checks, notices or other documents or instruments submitted to it in connection with its duties pursuant to this Escrow Agent is not a party toAgreement or to confirm the identity, authority or is not bound by, rights of any provisions which may be evidenced by, person or arise out of, any agreement other than as herein set forth under the express provisions of legal entity executing or delivering or purporting to execute or deliver this agreement.Escrow Agreement;
(c) Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatever for be entitled to deem (unless it has actual knowledge to the efficiency, correctness, genuineness or validity contrary) the signatories of any Source Code documents or Updated Source Code deposited with it, instruments submitted to it pursuant to this Escrow Agreement as being those of persons authorized to sign such documents or for instruments on behalf of the form or execution other parties to this Escrow Agreement and shall be entitled to rely (unless it has actual knowledge to the contrary) upon the genuineness of the signatures of such instrument, or for the identity or authority or right signatories without inquiry and without requiring substantiating evidence of any person or party executing or depositing it.kind;
(d) be entitled to refrain from taking any action contemplated by this Escrow Agent may act upon Agreement in the event that it becomes aware of any written notice, request, waiver, consent, receipt disagreement between the other parties hereto as to any material facts or other paper or document apparently signed by as to the proper person or party, unless Escrow Agent knows or has reason happening of any contemplated event precedent to believe that such notice, request, waiver, consent, receipt, or other paper or document, as the case may be, was not signed by the proper person or party.action;
(e) Escrow Agent have no responsibility or liability for any diminution which may seek the advice of legal counsel in the event of result from any question investments or dispute as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability in acting reinvestment made in accordance with the opinion and instructions of such counsel, unless such action involves a breach of any provisions contained in this agreement.Escrow Agreement;
(f) Escrow Agent shall not be liable for any error of judgement, have no duties or for any act done or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or omit from doing in connection herewith, responsibilities except its own wilful misconduct or breach of this agreement.those expressly set forth herein; and
(g) None of be entitled, if a dispute between the provisions contained in this agreement shall require parties arises or if the Escrow Agent shall be uncertain as to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless duties under this Escrow Agreement, to pay the Escrowed Funds into a court of competent jurisdiction, in which event the Escrow Agent is indemnified by the person for whom shall have no further obligations under this Escrow Agent is asked to act against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereofAgreement.
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