Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.

Liability of the Escrow Agent. The duties Escrow Agent shall have no liability or obligation with respect to the Indemnification Escrow Fund except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder are purely ministerial shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In performing The Escrow Agent may consult legal counsel selected by it in the event of any duties under dispute or question of the construction of this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, Merger Agreement or expenses, except for gross negligence the Indemnification Agreements or willful misconduct on seek the part assistance of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on , and shall not incur any no liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice opinion or instruction of counsel; provided such counsel or such court. Provided that the Escrow Agent exercised reasonable care shall be in compliance with its duties hereunder, Parent and each Securityholder hereby jointly agree to indemnify and hold harmless the selection of such counsel. The Escrow Agent is not responsible for determining against any and verifying all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and counsel fees and disbursement, which may be imposed upon the authority Escrow Agent or incurred by the Escrow Agent in connection with its acceptance of appointment as escrow agent hereunder, or the performance of its duties hereunder, including any person acting litigation arising from this Agreement or purporting to act on behalf involving the subject matter hereof of any party to this Agreementthe cash deposited hereunder.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or negligence, willful misconduct or bad faith on the part of the Escrow Agent (which for all purposes of any Section of this Agreement shall each be as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuinegenuine and provided that the Escrow Agent acted without gross negligence, willful misconduct or bad faith, nor will the Escrow Agent be liable or responsible for the forgeries, fraud, impersonationsimpersonations of others, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or negligence, willful misconduct (each as finally determined by a court of competent jurisdiction)or bad faith. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees, and the Escrow Agent shall not be liable or responsible for any misconduct or negligence on the part of any such agent, custodian or nominee absent gross negligence, willful misconduct or bad faith on the part of the Escrow Agent in the selection and continued employment thereof.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any of its duties under this Escrow Agreement, the Escrow Agent shall not be liable to any party for damages, losses, losses or expenses, except for in the event of gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)its part. The Escrow Agent shall be fully protected in relying on and shall not incur any such liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken, suffered taken or omitted to be taken in reliance on upon any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Escrow Agreement that the Escrow Agent shall in good faith believe to be genuine, ; nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative agent's authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel of its choice in connection with the Escrow Agent's its duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken permitted by it in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Escrow Agreement. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Escrow Agreement. No implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or negligence, willful misconduct or bad faith on the part of the Escrow Agent (each which for all purposes of any Section of this Agreement shall be as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice memorandum or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuinegenuine and provided that the Escrow Agent acted without gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction or by binding arbitration), nor will the Escrow Agent be liable or responsible for the forgeries, fraud, impersonationsimpersonations of others, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or negligence, willful misconduct or bad faith (each as finally determined by a court of competent jurisdictionjurisdiction or by binding arbitration). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in good faith in accordance with the advice of counsel; provided PROVIDED, HOWEVER, that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees, and the Escrow Agent shall not be liable or responsible for any misconduct or negligence on the part of any such agent, custodian or nominee absent gross negligence, willful misconduct or bad faith on the part of the Escrow Agent in the selection and continued employment thereof.

Liability of the Escrow Agent. (a) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow except for the Escrow Agent's proven willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in naturegood faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. The Shareholder Representative represents and warrants that he is authorized as agent and attorney-in-fact to make and enter into this Agreement on behalf of the Shareholders. In performing no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow, any account in the Escrow is deposited, this Agreement or the Acquisition Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in good faith in accordance with the opinion or instruction of such counsel. Glenayre and the Shareholder Representative (but only as agent and attorney-in-fact for the Shareholders), jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. (b) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow is at any time attached, garnished or levied upon under this Agreementany court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, but in good faith, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined parties hereto or to any other person or entity by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection reason of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting compliance even though such order, writ, judgment or purporting to act on behalf of any party to this Agreementdecree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of the Escrow Agent. The Escrow Agent shall have no liability or obligation with respect to the Escrow Account except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment and disbursement of the amounts in the Escrow Account in accordance with the terms of this Escrow Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder are purely ministerial shall in naturegood faith believe (a) to be genuine, (b) to have been signed or presented by the person or parties purporting to sign the same, and (c) to conform to the provisions of this Escrow Agreement. In performing any duties under this Agreementno event shall the Escrow Agent be liable for incidental, the indirect, special, consequential or punitive damages. The Escrow Agent shall not be liable obligated to take any party for damages, losses, legal action or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur commence any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel proceeding in connection with the Escrow Agent's Account or this Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of its duties under this Agreement hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in any act taken, suffered, or omitted to be taken by it acting in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection opinion or instruction of such counsel. The Escrow Agent is not responsible for determining Purchaser and verifying the authority Seller shall each promptly pay, upon demand, one-half of the reasonable and documented fees and expenses of any person acting or purporting to act on behalf of any party to this Agreementsuch counsel.

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any of its duties under this Escrow Agreement, the Escrow Agent shall not be liable to any party for damages, losses, losses or expenses, except for in the event of gross negligence or willful misconduct on the part of its part. In no event shall the Escrow Agent (each as finally determined by a court of competent jurisdiction)be liable for punitive, consequential or incidental damages. The Escrow Agent shall be fully protected in relying on and shall not incur any such liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken, suffered taken or omitted to be taken in reliance on upon any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Escrow Agreement that the Escrow Agent shall in good faith believe to be genuine, ; nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative agent's authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction). In addition, the Escrow Agent may consult with legal counsel of its choice in connection with the Escrow Agent's its duties under this Escrow Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken permitted by it in good faith in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Escrow Agreement. The Escrow Agent undertakes to perform such duties as are specifically set forth in this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance of such duties as are specifically set forth in this Escrow Agreement. No implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent.

Liability of the Escrow Agent. (i) The duties Escrow Agent shall have no liability or obligation with respect to the Escrow Fund or under this Agreement except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping and distribution of the Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent hereunder are purely ministerial shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth in naturethis Agreement. The Escrow Agent may rely upon any instrument not only as to its due execution, validity and effectiveness, but also as to 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 the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In performing no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any duties under legal action or commence any proceeding in connection with this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. (ii) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Fund, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such Escrow Fund shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such Escrow Fund or any part of it, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction). The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted parties to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice or affidavit provided for in this Agreement that the Escrow Agent shall believe or to any other person or entity by reason of such compliance even though such order, writ, judgment decree may be genuinesubsequently reversed, nor will the Escrow Agent be liable modified, annulled, set aside or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct vacated. (each as finally determined by a court of competent jurisdiction). In addition, the iii) The Escrow Agent may consult with legal counsel selected by it in connection with the Escrow Agent's duties under this Agreement and such counsel's fees and expenses shall be fully protected paid by the Settlement Fund. (iv) The Escrow Agent hereby acknowledges its other capacities and obligations other than as Escrow Agent in any act takenthe matters relating to, sufferedamong other things, or omitted this Agreement, the Action and the Stipulation, and agrees that this Section 4 shall only be applicable to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The its capacity as Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to under this Agreement.

Liability of the Escrow Agent. Withdrawal (a) The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to for any party for damages, lossesaction taken or omitted by it, or expensesany action suffered by it to be taken or omitted, except for gross negligence in good faith, and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or willful misconduct on advice of counsel (including counsel chosen by the part Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) that is believed by the Escrow Agent (each as finally determined to be genuine and to be signed or presented by a court of competent jurisdictionthe proper person(s). The Escrow Agent shall not be fully protected held liable for any error in relying on judgment made in good faith by an officer of the Escrow Agent unless it shall be proved that the Escrow Agent was grossly negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. (b) The Escrow Agent shall not be responsible for, may conclusively rely upon and shall not incur be protected, indemnified and held harmless by FTDI and the Association for the sufficiency or accuracy of the form, the execution, validity, value or genuineness of any liability document or property received, held or delivered by it hereunder, or of the signature or endorsement thereon, or for any action takendescription therein; nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, suffered authority or omitted rights of the persons executing or delivering or purporting to execute or deliver any document, property or this Agreement. In no event shall the Escrow Agent be taken in reliance on liable for special, indirect or consequential loss or damage of any instrumentkind whatsoever (including, including any written statementbut not limited to, memorandumlost profits), decision, notice even if the Escrow Agent has been advised of the likelihood of such loss or affidavit provided for in this Agreement damage and regardless of the form of action. (c) In the event that the Escrow Agent shall believe become involved in any arbitration or litigation relating to be genuinethe Escrowed Funds, nor will the Escrow Agent be liable is authorized to comply with any decision reached through such arbitration or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the litigation. (d) The Escrow Agent believed that may resign at any time and be discharged from its duties or obligations hereunder by giving ten days' notice in writing of such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct (each as finally determined by resignation specifying a court of competent jurisdiction)date when such resignation shall take effect. In additionSimilarly, the Escrow Agent may consult with legal counsel be removed and replaced following the giving of thirty (30) days prior written notice to the Escrow Agent by the other parties hereto. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after receipt of such notice (or as of such earlier date as may be mutually agreeable); and the Escrow Agent shall then deliver the balance of the moneys or assets then in connection its possession to a successor escrow agent as shall be appointed by the other parties hereto as evidenced by a written notice filed with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken. If the other parties hereto have failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in may appoint a successor or petition any court of competent jurisdiction for the selection appointment of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement.a

Liability of the Escrow Agent. The duties of the Escrow Agent hereunder are purely ministerial in nature. In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for any losses, claims, damages, losses, liabilities or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent (each as finally determined by a court of competent jurisdiction)Agent. The Escrow Agent shall be fully protected in relying on and shall not incur any liability for any action taken, suffered or omitted to be taken in reliance on any instrument, including any written statement, memorandum, decision, notice statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority, provided that the Escrow Agent believed that such the forgeries, fraud, or impersonations of others were genuine and acted without gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction)misconduct. In addition, the Escrow Agent may consult with legal counsel in connection with the Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or omitted to be taken by it in accordance with the advice of counsel; provided that the Escrow Agent exercised reasonable care in the selection of such counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, custodians or nominees.