Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. To the extent permitted by law, the Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extent

Liability of Escrow Agent. To It is agreed that the extent permitted by law, duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to safekeeping of the Escrowed Funds and for the disposition of same in accordance with the Purchase Agreement and this Escrow Agreement. The Escrow Agent shall not be liable for any act done action taken or step taken omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it or any mistake in accordance with the advice of fact or law, except for its negligence or willful misconductsuch counsel. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred performance by the Escrow Agent arising from the performance Company of its obligations under this Agreement (“Acts”)Escrow Agreement. The Company hereby agrees to indemnify Escrow Agent and hold it harmless from and against any and all claims, except such Acts as arise liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or attributable to the negligence in any way connected with this Escrow Agreement or willful misconduct of the which may result from Escrow Agent. The ’s following of instructions from the Company, and in connection therewith, to indemnify Escrow Agent may consult with legal counsel in against any and all expenses, including attorneys’ fees and the event costs of defending any dispute action, suit, or question as to the construction of proceeding or resisting any of the provisions hereof claim, whether or its duties hereunder, and, to the extentnot litigation is instituted.

Liability of Escrow Agent. To The parties acknowledge that the extent permitted Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its willful misconduct and negligent acts and for any loss, cost or expense incurred by lawSeller or Buyer resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving willful misconduct or negligence on the part of the Escrow Agent. In the event the Escrow Agent is directed to invest the ▇▇▇▇▇▇▇ Money, the Escrow Agent shall not be liable held responsible for any act done loss of principal or step taken interest which may be incurred as a result of making the directed investments or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with redeeming said investments at the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extentparties hereto.

Liability of Escrow Agent. To A. It is agreed that the extent permitted by law, the duties of Escrow Agent are purely ministerial in nature and shall not be liable expressly limited to the safekeeping of the Escrowed Property and for any act done or step taken or omitted by it or any mistake the disposition of fact or lawsame in accordance with the Documents, except for its negligence or willful misconductif any, and this Escrow Agreement. The Escrow Agent shall not have no liability with regard to any duty under the Escrow Agreement, nor be responsible for the loss of any monies held by it except in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between wilful and intentional misconduct on the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct part of the Escrow Agent. The Each Principal hereby indemnifies Escrow Agent may consult with legal counsel and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in the event equity, or any other expenses, fees or charges of any dispute character or question nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent's following of instructions from Principal(s), and in connection therewith, indemnifies Escrow Agent against any and all expenses, including B. It is further agreed that Escrow Agent shall have the right to utilize the services of Gunster, Yoakley, V▇▇▇▇▇-▇▇▇▇▇ & S▇▇▇▇▇▇, P.A., as its attorneys, and same shall not affect or in any way prejudice or limit Escrow Agent's entitlement to reasonable attorney's fees for the construction services of any of the provisions hereof or its duties hereunder, and, to the extentsuch attorneys as set forth in this Escrow Agreement.

Liability of Escrow Agent. To The parties acknowledge that the extent permitted Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its willful misconduct and negligent acts and for any loss, cost or expense incurred by lawSeller or Buyer resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving willful misconduct or negligence on the part of the Escrow Agent. In the event the Escrow Agent is directed to invest the ▇▇▇▇▇▇▇ Money, the Escrow Agent shall not be liable held responsible for any act done loss of principal or step taken interest which may be incurred as a result of making the directed investments or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with redeeming said investments at the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extentparties hereto.

Liability of Escrow Agent. To This Agreement is entered into by the extent permitted Escrow Agent as an accommodation to, and solely for the benefit of, the Company and the Licensees. No person or entity not a party hereto shall have any right to enforce or receive the benefits of this Agreement. The Escrow Agent shall be obligated to perform only such duties as are specifically required by lawthis Agreement, and shall not be liable to any person or entity whatsoever, except for actual direct damages caused by the Escrow Agent's willful misconduct, in an aggregate amount not exceeding the cost to replace the physical storage media (diskettes, CD-ROMs, etc.) delivered to the Escrow Agent hereunder with comparable blank storage media. In any event, the Escrow Agent shall not be liable for any act done incidental or step taken consequential damages including without limitation lost profits that may result 13 from any cause whatsoever (including without limitation the unauthorized, transfer, use, or omitted by it or any mistake reproduction of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, physical storage media delivered to the Escrow Agent shall be protected hereunder or the programs, data, or other information contained therein). The Company and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save Licensees acknowledge that the Escrow Agent harmless from all losses, costs, liabilities, actual damages, is receiving no special or additional compensation for its services hereunder beyond payment of its normal hourly fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from spent in the performance of its obligations under duties hereunder and any firm charges for disbursements in connection with such performance, and that the Escrow Agent would not be willing to enter into this Agreement (“Acts”), except without additional compensation but for the limitations on its liability set forth herein; and the Company and the Licensees have agreed to such Acts as arise from or attributable limitations in lieu of paying such additional compensation to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extent.

Liability of Escrow Agent. To the extent permitted by law, the Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the The City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s 's fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“"Acts”"), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extentextent it acts in good faith without negligence or willful misconduct, it shall be fully protected in acting in accordance with the opinion and instructions of such counsel. The Escrow Agent may resign at any time by providing such termination notices in accordance with Section 11.

Liability of Escrow Agent. To Escrow Agent hereby consents and agrees to all of the extent permitted by lawprovisions hereof, and agrees to accept, as Escrow Agent hereunder, all Escrowed Funds, and agrees to hold and dispose of the Escrowed Funds in accordance with the terms and provisions hereof. It is agreed that Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the Escrowed Funds and to dispose of the same in accordance with the terms hereof. Escrow Agent shall be entitled to rely and act upon any written instrument received by it, and if from a corporation, purporting to be executed by an officer or authorized representative thereof and shall not be liable required to inquire into the authority of such officer or representative or the correctness of the facts stated in said instrument. By acceptance of these Instructions, Escrow Agent agrees to act in good faith in the performance of any of its obligations and duties under these Instructions and shall incur no liability to any person for any act done its acts or step taken or omitted by it or any mistake of fact or lawomissions hereunder, except for those acts or omissions which may result from its gross negligence or willful misconduct. The Upon disposition by Escrow Agent shall not be responsible Agent, in any manner for any proceedings in connection accordance with the Obligations or any recitation contained in terms hereof, of the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow AccountEscrowed Funds, the Escrow Agent shall be protected fully and shall not be liable to the City or finally released and discharged from any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by lawand all duties, the City agrees to indemnify obligations, and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties liabilities hereunder, and, to the extent.

Liability of Escrow Agent. To The parties acknowledge that the extent permitted Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its willful misconduct and grossly negligent acts and for any loss, cost or expense incurred by lawDeveloper or City resulting from the Escrow Agent’s mistake of law respecting the Escrow Agent’s scope or nature of its duties. Developer and City shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving willful misconduct or gross negligence on the part of the Escrow Agent. In the event the Escrow Agent is directed to invest the Escrow Funds, the Escrow Agent shall not be liable held responsible for any act done loss of principal or step taken interest which may be incurred as a result of making the directed investments or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with redeeming said investments at the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extentparties hereto.

Liability of Escrow Agent. To the extent permitted by lawExcept as otherwise provided in this Section and in Section 3(e), the liability of the Escrow Agent to make the payments required by this Agreement with respect to the Refunded Bonds shall be limited to the funds deposited with it hereunder, the Government Securities and any Substitute Government Securities which are at any time being held in the 2019 Trust Funds. The Escrow Agent shall not be liable for any act done or step taken or omitted loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof nor for any error of judgment made in good faith by it or any mistake of fact or lawthe Escrow Agent nor in its individual capacity for the obligations represented by the Refunded Bonds; provided, except however, that the Escrow Agent shall not be relieved from liability for its own negligence or willful misconduct. The Escrow Agent shall not be responsible in indemnify and hold harmless the City and County and its officers, employees, and agents from and against any manner for any proceedings in connection with the Obligations and all actions, claims, suits, damages or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable costs solely to the City extent that such actions, claims, suits, damages or any other person if it follows costs arise out of or result from the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred failure by the Escrow Agent arising from the performance to perform any of its obligations under this Agreement (“Acts”), except such Acts as arise from duties hereunder or attributable to the negligence or willful misconduct of the Escrow Agent, its officers, employees, or agents. The City and County, its officers, employees and agents shall in no way be held liable for any damages, causes of action or suits resulting from the acts or activities of the Escrow Agent may consult which are not otherwise in accordance with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extentthis Agreement.

Liability of Escrow Agent. To the extent permitted by lawIn performing any duties under this Escrow Agreement, the Escrow Agent shall not be liable for any act done damages, losses, or step taken or omitted by it or any mistake of fact or lawexpenses, except for its damages, losses and expenses arising from or in connection with gross negligence or willful misconductmisconduct on the part of the Escrow Agent or any of its employees, agents, affiliates, custodians or nominees, as adjudicated by a court of competent jurisdiction. The Escrow Agent shall not be responsible incur any liability for: (a) any act or failure to act made or omitted in good faith, or (b) any manner action taken or omitted in reliance upon any Instrument, including any written statement or affidavit provided for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the this Escrow Account, Agreement that the Escrow Agent shall in good faith believe to be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by lawgenuine, the City agrees to indemnify and save nor will the Escrow Agent harmless from all lossesbe liable or responsible for forgeries, costsfraud, liabilitiesimpersonations or determining and verifying the scope of any representative authority, actual damagesor any Person acting or purporting to act on behalf of any party to this Escrow Agreement. Anything in this Escrow Agreement to the contrary notwithstanding, fees and expenses in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including, including but not limited toto lost profits), reasonable attorney’s fees and expenses) suffered or incurred by even if the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct has been advised of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event likelihood of any dispute such loss or question as to the construction of any damage and regardless of the provisions hereof or its duties hereunder, and, to the extentform of action.

Liability of Escrow Agent. To The Escrow Agent shall not be liable in connection with the extent permitted by lawperformance of its duties hereunder except for its own negligence or willful misconduct. Notwithstanding any provision herein to the contrary, 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 loss of 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 shall not be liable for any loss resulting from any investment made pursuant to the terms and provisions of this Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the Government Obligations and the earnings thereon, as the case may be, to pay the Refunded Bonds. So long as the Escrow Agent holds and administers the moneys and Government Obligations as provided herein and applies any moneys, and proceeds of the Government Obligations and the interest earnings therefrom to pay the Refunded Bonds as provided herein, and complies with the material terms of this Agreement, the Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact or law, except for its negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained deficiencies in the Obligationsamounts necessary to pay the Refunded Bonds caused by such calculations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, the Escrow Agent shall be protected and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as 's failure to the construction of account for any of the provisions hereof Government Obligations or its duties moneys received by it hereunder, andsaid Government Obligations or moneys shall be and remain the property of the Issuer in escrow for the holders of the Refunded Bonds, to the extentas herein provided.

Liability of Escrow Agent. To The duties and obligations of Escrow Agent hereunder shall be determined solely by the extent permitted express provisions of this Agreement, and Escrow Agent shall be under no obligation to refer to any other documents between or among the parties related in any way to this Agreement, it being specifically understood that the following provisions are accepted by law, all of the parties hereto: (a) Escrow Agent shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by it it, or for any mistake of fact or law, except for law or anything which it may do or refrain from doing in connection herewith unless caused by or arising out of its own gross negligence or willful misconduct. The Escrow Agent shall not be responsible in any manner for any proceedings in connection with the Obligations or any recitation contained in the Obligations. In the event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow AccountCEG, the Escrow Agent Buyer, ACN and Sellers shall be protected jointly and shall not be liable to the City or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to severally indemnify and save the hold Escrow Agent harmless from and against any and all losses, costs, liabilities, actual damages, fees liability and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered expense which may arise out of any action taken or incurred omitted by the Escrow Agent arising from the performance of its obligations under in accordance with this Agreement (“Acts”)Agreement, except such Acts liability and expense as arise may result from or attributable to the gross negligence or willful misconduct of the Escrow Agent. The . (b) Escrow Agent may consult with legal counsel shall be entitled to rely on, and shall be protected in acting in reliance upon, any instructions or directions furnished to it in writing signed by CEG, the event Buyer, ACN and Sellers pursuant to any provision of this Agreement and shall be entitled to treat as genuine, and as the document it purports to be, any dispute letter, paper or question as other document furnished to it by CEG, the construction of any of Buyer, ACN or Sellers, and believed by Escrow Agent to be genuine and to have been signed and presented by the provisions hereof proper party or its duties hereunder, and, to the extentparties.

Liability of Escrow Agent. To The Escrow Agent undertakes to perform ------------------------- such duties as are specifically set forth in this Agreement only and shall have no duty under any other agreement or document notwithstanding their being referred to herein or attached hereto as an exhibit. The Escrow Agent shall not be liable except for the extent permitted performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken by lawit or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction except for its own willful misconduct or negligence. The Escrow Agent may rely on and use the Stock Power and shall not be liable in connection therewith. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based upon such advice the Escrow Agent shall not be liable for any act done or step taken or omitted by it or any mistake of fact or law, except for its negligence or willful misconductto anyone. The Escrow Agent shall not be responsible required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in any a manner for any proceedings in connection with the Obligations or any recitation contained in the Obligationsreasonably satisfactory to it. In the no event of a question regarding any disbursement or a disagreement between the undersigned or TWDB or any other person resulting in adverse claims being made upon the amounts in the Escrow Account, shall the Escrow Agent shall be protected and shall not be liable to the City for incidental, punitive or any other person if it follows the written direction of the Executive Administrator or of a final order or judgment of a court of competent jurisdiction. To the extent permitted by law, the City agrees to indemnify and save the Escrow Agent harmless from all losses, costs, liabilities, actual consequential damages, fees and expenses (including, but not limited to, reasonable attorney’s fees and expenses) suffered or incurred by the Escrow Agent arising from the performance of its obligations under this Agreement (“Acts”), except such Acts as arise from or attributable to the negligence or willful misconduct of the Escrow Agent. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and, to the extent.