Common use of Limitation of Escrow Agent’s Liability Clause in Contracts

Limitation of Escrow Agent’s Liability. (a) The Buyer, in its capacity as Escrow Agent, shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. In all questions arising under the Escrow Agreement, the Buyer, as Escrow Agent, may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Buyer, as Escrow Agent, based on such advice the Buyer, as Escrow Agent, shall not be liable to anyone. The Buyer, as Escrow Agent, shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) Neither the Buyer, as Escrow Agent, nor any of its directors, officers, employees or agents shall be liable to anyone for any action taken or omitted to be taken by it in good faith by it or any of its directors, officers, employees or agents hereunder, except in the case of gross negligence or willful misconduct. In no event shall the Buyer, as Escrow Agent, be liable for indirect, punitive, special or consequential damages.

Limitation of Escrow Agent’s Liability. (a) The Buyer, Escrow Agent undertakes to perform such duties as are specifically set forth in its capacity 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, Agent shall not be obligated only liable except for the performance of such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement and against the Escrow Agent. The Escrow Agent shall incur no liability with respect to any action taken or suffered by it or for any inaction on its part in reliance upon any notice, direction, instruction, consent, statement or other documents document believed by it to be genuine and duly authorized, nor for any other action or inaction except for its own willful misconduct or gross negligence. In all questions arising under the Escrow this Agreement, the Buyer, as Escrow Agent, Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Buyer, as Escrow Agent, Agent based on upon such advice the Buyer, as Escrow Agent, Agent shall not be liable to anyone. The Buyer, as Escrow Agent, Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) Neither the Buyer, as Escrow Agent, nor any of its directors, officers, employees or agents shall be liable to anyone for any action taken or omitted to be taken by it in good faith by it or any of its directors, officers, employees or agents hereunder, except in the case of gross negligence or willful misconduct. In no event shall the Buyer, as Escrow Agent, Agent be liable for indirectincidental, punitive, special punitive or consequential damages. (b) Parent and the Shareholders jointly and severally hereby agree to indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense