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

Limitation of Escrow Agent’s Liability. The sole duty of the Escrow Agent, other than as herein specified, shall be to receive and hold the Escrow Shares, subject to disbursement in accordance with this Escrow Agreement, and the Escrow Agent shall be under no duty to determine whether Parent, the Escrow Shareholder Representative or the Designated Shareholders are complying with the requirements of this Escrow Agreement or any other agreement. Parent and Designated Shareholders acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for performance of such duties as are specifically set forth in this Escrow Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (iv) may consult counsel satisfactory to it, and the opinion of such counsel, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

Limitation of Escrow Agent’s Liability. The sole duty Escrow Agent: (a) shall incur no liability under this Agreement for any act, or omission to act, under this Agreement if taken, or omitted, in good faith; (b) shall be under no responsibility in respect of the sufficiency of the interest earned on the Escrow AgentAmount; (c) may employ experts, other than as herein specified, advisors and counsel and act on the advice of such Persons to carry out the terms of this Agreement and shall be to receive and hold the Escrow Shares, subject to disbursement fully protected in acting in accordance with this such advice; (d) shall not be required to defend any legal proceedings which may be instituted against it in respect of anything herein contained unless requested so to do by a Party and provided that the Escrow AgreementAgent is indemnified to its reasonable satisfaction against the cost and expense of such defence; (e) shall have no responsibility for, and shall have no duty to inquire into, the genuineness, validity or veracity of any direction, letter, instrument or document delivered to it, including, a Joint Direction, and shall be fully protected in acting in accordance with any written instructions given to it under this Agreement reasonably believed by it to have been signed by the proper Person, Party or Parties; and (f) shall not be bound by any agreement or contract (except for the Purchase Agreement) between the Vendors and the Purchaser (whether or not the Escrow Agent has any knowledge thereof), and the duties of the Escrow Agent shall be under no duty limited to determine whether Parent, the Escrow Shareholder Representative or the Designated Shareholders are complying with the requirements of this Escrow Agreement or any other agreement. Parent and Designated Shareholders acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein but shall be obligated only for performance of such duties as are specifically those expressly set forth out in this Escrow Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof, and (iv) may consult counsel satisfactory to it, Agreement and the opinion Purchase Agreement. Table of such counsel, shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.Contents