Common use of Liability of the Escrow Agent Clause in Contracts

Liability of the Escrow Agent. 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. The Escrow Agent shall not incur any liability for (i) any act or failure to act made or omitted in good faith or (ii) any action taken or omitted in reliance on any instrument, including any written 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, in good faith, that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful 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 permitted by it in good faith and in accordance with the advice of 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. In performing any of its duties under this 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. The Escrow Agent shall not incur any such liability for (ia) any act or failure to act made or omitted in good faith or (iib) any action taken or omitted in reliance on upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall, shall in good faith, faith believe to be genuine, ; nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, fraud or determining the scope of any representative agent's authority, provided that the Escrow Agent believed, in good faith, that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct. In addition, the Escrow Agent Agent, at the expense of Phoenix Footwear and the Former H.S. Trask Stockholders, to the extent of the amount that may be paid out of the Escrow Fund, may consult with legal counsel in connection with the Escrow Agent’s its duties under this Agreement and shall be fully protected in any act taken, suffered, suffered or permitted by it in good faith and in accordance with the advice of counsel. The Escrow Agent is shall not be responsible for mistakes with respect to determining and verifying the authority of any person acting or purporting to act on behalf of any party to this AgreementAgreement to the extent the Escrow Agent is not grossly negligent.

Liability of the Escrow Agent. In performing any of its duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, losses or expenses, except for gross negligence or negligence, bad faith, willful misconduct on the its part of or any breaches by the Escrow AgentAgent of this Agreement. The Escrow Agent shall not incur any such liability for (ia) any act or failure to act made or omitted in good faith faith, or (iib) any action taken or omitted in reliance on upon any instrument, including any written statement or affidavit provided for in this Agreement Agreement, that the Escrow Agent shall, shall in good faith, faith believe to be genuine, ; nor will the Escrow Agent be liable or responsible for (x) forgeries, fraud, impersonationsfrauds, or impersonations committed by others, or (y) errors made by the Escrow Agent in determining the scope of any representative agent’s authority, provided that the Escrow Agent believed, in good faith, that such forgeries, fraud, or impersonations were genuine and acted without gross negligence or willful misconduct. In addition, the Escrow Agent may consult with legal counsel (at its own expense) in connection with the Escrow Agent’s its duties under this Agreement and it shall be fully protected in any act taken, suffered, or permitted by it in good faith and in accordance with the advice of 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.