Common use of Limitations on Escrow Agent's Responsibility and Liability Clause in Contracts

Limitations on Escrow Agent's Responsibility and Liability. (a) The Escrow Agent does not have any interest in the Shares but is serving as escrow holder only, having only possession thereof. The Escrow Agent makes no representation as to the validity, value, genuineness or sufficiency of the Shares. (b) The Escrow Agent shall be under no duty to accept instructions from any person other than Parent or the Stockholders' Agent, and shall only accept such instructions to the extent and in the manner provided in this Escrow Agreement. (c) The Escrow Agent shall be permitted to consult with counsel of its choice and shall not be liable for any action taken, suffered, or omitted by it in good faith in accordance with the advice of such counsel. (d) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct, and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, Parent shall indemnify and hold harmless the Escrow Agent (and any successor to the Escrow Agent) as provided in Section 4.3. (e) The Escrow Agent shall not be liable for loss or damage resulting from any good faith act or forbearance of the Escrow Agent, any default, error, action or omission of any party other than the Escrow Agent, any delay that is not caused by the Escrow Agent, the Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial or administrative proceeding, or any loss or damage that arises after the Shares has been disbursed in accordance with the terms of this Escrow Agreement.

Limitations on Escrow Agent's Responsibility and Liability. (a) The Escrow Agent does shall not have be obligated or required to examine or inspect the Source Code, or any interest of the additions thereto. Escrow Agent's obligation for safekeeping shall be limited to providing the same degree of care for the Source Code as it maintains for its valuable documents and those of its clients lodged in the Shares but is serving as escrow holder onlysame location with appropriate atmospheric or other safeguards. However, having only possession thereof. The the parties agree and acknowledge that Escrow Agent makes no representation as shall not be responsible for any loss or damage to the validity, value, genuineness or sufficiency any of the SharesSource Code due to changes in such atmospheric conditions (including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of Escrow Agent. (b) The Escrow Agent shall be under no duty protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to accept instructions from any person other than Parent or it, not only in assuming its due execution and the Stockholders' Agent, validity and shall only accept such instructions effectiveness of its provisions but also as to the extent truth and acceptability of any information therein contained, which it in the manner provided in this Escrow Agreementgood faith believes to be genuine and what it purports to be. (c) The In no event shall Escrow Agent shall be permitted to consult with counsel of its choice and shall not be liable for any action takenact or failure to act under the provisions of this Agreement except where its acts are the result of its gross negligence or malfeasance. Escrow Agent shall not have duties except those which are expressly set forth herein, sufferedand it shall not be bound by any notice of a claim, or omitted demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing and signed by both Customer and Consultant and, if its duties are affected, unless it in good faith in accordance with the advice of such counselshall have given its prior written consent thereto. (d) The parties to this Escrow Agreement hereby jointly and severally indemnify Escrow Agent shall not be liableagainst any loss, except for its own liability, or damage (other than any caused by the gross negligence or willful misconduct, and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the malfeasance of Escrow Agent), Parent shall indemnify including reasonable costs of litigation and hold harmless the Escrow Agent (counsel fees, arising from and any successor to the Escrow Agent) as provided in Section 4.3. (e) The Escrow Agent shall not be liable for loss or damage resulting from any good faith act or forbearance of the Escrow Agent, any default, error, action or omission of any party other than the Escrow Agent, any delay that is not caused by the Escrow Agent, the Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial or administrative proceeding, or any loss or damage that arises after the Shares has been disbursed in accordance connection with the terms performance of its duties under this Escrow Agreement.