Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. The ESCROW AGENT shall be fully protected in acting in accordance with directions, request, instructions and certification jointly made by the SELLER/HOLDER, and shall be charged with no responsibility whatsoever respecting the application of the monies paid out in accordance with the term of this Agreement. It is understood that the ESCROW AGENT is not a guarantor of the solvency of the Buyer nor a surety to the obligation of the partier. The ESCROW AGENT shall not be responsible in ascertaining the validity of the Agreement between the Seller/Holder and the Buyer. In any action taken relative to this Agreement, the ESCROW AGENT shall not be liable for any mistake of fact or error of judgment or for any act or omission of any kind unless caused by its own willful mistake, gross negligence or bad faith. The ESCROW AGENT may act in reliable upon the advice of counsel satisfactory to it in reference to any matter connected with this Agreement, and shall not incur any liability for any action taken in accordance with such advice. The ESCROW AGENT shall be exempt from giving any bond or surety with respect to the execution of its power and duties herein contained or otherwise in respect of the premises. The Seller and the Buyer jointly hold the ESCROW AGENT free and harmless from and shall jointly defend and indemnify the ESCROW AGENT against, any and all expenses, claims, action, suits, adversary proceedings, liabilities and accountabilities arising from or incidental to, the implementation or enforcement of this Agreement or any document related or pertinent thereto.