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

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent (i) shall not, except as expressly provided in this Agreement including as provided for in Section 6 hereof, be responsible for any of the agreements referred to or described herein (including without limitation the Merger Agreement), or for determining or compelling compliance therewith, and shall no be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly set forth in this Agreement on its part to be performed, (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the Representative (on the one hand) or Acquiror (on the other hand) and as set forth on Appendix III hereto, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof, and (iv) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall, in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith in accordance with the advice of such counsel, be full and complete authorization and protection with respect to any such action or omission. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. Concurrent with the execution of this Agreement, Acquiror shall deliver to the Escrow Agent an authorized signers form in the form of Appendix IV to this Agreement. (b) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s bad faith, gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages or losses (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. (c) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to the Escrow Amount, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do any of the following: (1) resign so a successor can be appointed pursuant to Section 6; (2) continue to hold the Escrow Amount until it receives joint written instructions from Acquiror and the Representative setting forth specific instruction for the release of the Escrow Amount; or (3) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves and, in the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the Escrow Provisions, and Acquiror will pay the Escrow Agent all reasonable costs, expenses and reasonable attorney’s fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 4 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 5). (d) Acquiror and the Representative (on behalf of all of the Stockholders, and not individually) (through a deduction from the Escrow Fund) and their successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement with respect to the Escrow Amount, including but not limited to any litigation arising from this Agreement or involving its subject matter. Escrow Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent (i) shall not, except as expressly provided in this Agreement including as provided for in Section 6 hereof, be responsible for any of the agreements referred to or described herein (including without limitation the Merger Agreement), or for determining or compelling compliance therewith, and shall no be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly specifically set forth in this Agreement on its part to be performed, (iii) and may rely on and shall be protected in acting relying or refraining from acting upon on any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and instrument reasonably believed by it to be genuine and to have been signed or presented by the Representative (on the one hand) proper party or Acquiror (on the other hand) and as set forth on Appendix III hereto, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof, and (iv) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall, in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith in accordance with the advice of such counsel, be full and complete authorization and protection with respect to any such action or omissionparties. The Escrow Agent may conclusively presume that the undersigned representative of shall not be liable or responsible for any party hereto which is an entity other than a natural person has full power and authority to instruct act done or omitted hereunder as Escrow Agent on behalf while acting in good faith and in the exercise of that party unless written notice reasonable judgment, and any act done or omitted pursuant to the contrary is delivered advice of counsel knowledgeable as to the Escrow Agent. Concurrent with the execution such matters shall be conclusive evidence of this Agreement, Acquiror shall deliver to the Escrow Agent an authorized signers form in the form of Appendix IV to this Agreementsuch good faith. (b) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting the instructions specified herein and orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s bad faith, gross negligence parties hereto or willful misconduct. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages or losses (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood any other person by reason of such loss compliance, notwithstanding any such order, judgment or damage and regardless of the form of actiondecree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (c) The Escrow Agent shall not be liable in any respect on account of any claim made that the parties hereto (except with respect to the Escrow Agent) that this Agreement was not properly executed and delivered by such party or that any documents or papers required under this Agreement have not been properly delivered. (d) The Escrow Agent shall not be liable for the outlawing of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (e) The Escrow Agent is hereby expressly authorized to engage legal counsel as it may deem necessary or advisable. (f) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to the Escrow Amount, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do any or all of the following: (1i) resign so a successor can be appointed pursuant to Section 6; (2) continue to hold the Escrow Amount until it receives joint written instructions from Acquiror and the Representative setting forth specific instruction for the release of the Escrow Amount; 8 hereof or (3ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves and, in themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the Escrow Provisionsthis Agreement, and Acquiror Purchaser will pay the Escrow Agent (subject to reimbursement from the Seller pursuant to Section 9 hereof) all reasonable costs, expenses and reasonable attorney’s 's fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 4 8 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 59 hereof). (d) Acquiror and the Representative (on behalf of all of the Stockholders, and not individually) (through a deduction from the Escrow Fund) and their successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement with respect to the Escrow Amount, including but not limited to any litigation arising from this Agreement or involving its subject matter. Escrow Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent (i) shall not, except as expressly provided in this Agreement including as provided for in Section 6 9 hereof, be responsible for any of the agreements referred to or described herein (including without limitation the Merger AgreementAgreement and the Holdback Agreements), or for determining or compelling compliance therewith, and shall no not be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly set forth in this Agreement on its part to be performed, (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the Representative (on the one hand) or Acquiror Yahoo! (on the other hand) and as set forth on Appendix III hereto), and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof, and (iv) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall, in respect of any action taken, taken suffered or omitted by the Escrow Agent hereunder in good faith in accordance with the advice of such counsel, be full and complete authorization and protection with respect to any such action or omission. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. Concurrent with the execution of this Agreement, Acquiror shall deliver to the Escrow Agent an authorized signers form in the form of Appendix IV to this Agreement. (b) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent’s bad faith, gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages or losses (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. (c) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to the Escrow AmountFund, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do any of the following: (1i) resign so a successor can be appointed pursuant to Section 68; (2ii) continue to hold the Escrow Amount Property until it receives joint written instructions from Acquiror Yahoo! and the Representative setting forth specific instruction for the release of some or all of the Escrow AmountProperty; or (3iii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves and, in the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the Escrow Provisions, and Acquiror Yahoo! will pay the Escrow Agent all reasonable costs, expenses and reasonable attorney’s fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 4 6 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 57). (d) Acquiror Yahoo! and the Representative (on behalf of all of the Company Indemnifying Stockholders, and not individually) (through a deduction from the Escrow Fund) and their successors and assigns agree jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of its duties under this Agreement with respect to the Escrow AmountAgreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The Escrow Agent shall have a first lien on the property and papers held under this Agreement for such compensation and expenses. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent’s 's gross negligence, bad faith or willful misconduct.