Common use of Provisions Regarding Escrow Agent Clause in Contracts

Provisions Regarding Escrow Agent. (i) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. (ii) The Escrow Agent shall be fully protected in acting on or relying upon any written advice, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (iii) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (iv) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit, the Escrow Agent shall not be required to determine such controversy and need not make any delivery of the Deposit or any portion thereof but may retain the Deposit without liability to anyone until the rights of the parties to the dispute shall have been finally resolved by mutual agreement, or by order, judgment or decree, accompanied by an opinion of counsel of the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction of the United States of America and the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. (vi) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent under the terms and conditions of this Agreement.

Provisions Regarding Escrow Agent. (ia) The duties and obligations of the Escrow Agent shall hereunder will be determined solely by limited to the observance of the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. (ii) . The Escrow Agent shall will not be fully protected in acting on subject to, or relying be obliged to recognize, any other agreement between the parties hereto (including the Purchase Agreement) or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Buyer and the Agent. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written advice, certificate, notice, direction, instruction, request, certificate or other paper or document which instrument received by it pursuant to the Escrow Agent in good faith provisions of this Agreement that it reasonably believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (iii) genuine. The Escrow Agent shall will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment, judgment or for any act done or any step taken or omitted by it in good faith or for any mistake in of fact or law, law or for anything which that it may might do or refrain from doing in connection herewithwith this Agreement, except that the Escrow Agent will be liable for its own gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount in excess of the value of the Escrow Fund. (ivb) The Escrow Agent Agent, upon prior notice to the Buyer and the Agent, may seek the consult with and obtain advice of from legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement hereof or its the Escrow Agent's duties hereunder, and it the Escrow Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith acting in accordance with the opinion of such its legal counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit, the The Escrow Agent shall not be required to determine such controversy and need not make responsible in any delivery manner whatsoever for any failure or inability of any of the Deposit other parties hereto, or anyone else, to perform or comply with any portion thereof but may retain provisions of this Agreement. (c) If at any time the Deposit without liability Escrow Agent shall be in doubt as to anyone until the rights party or parties entitled to receive any or all of the parties Escrow Fund, the Escrow Agent may apply to the dispute shall have been finally resolved by mutual agreement, or by order, judgment or decree, accompanied by an opinion of counsel a court for a determination of the party requesting release of or parties entitled to receive the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction of the United States of America and the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed or perfectedsame, and the Escrow Agent shall be under incur no duty whatsoever to institute or defend liability therefor. (d) If at any such proceedings. The time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to assume that no such controversy has arisen unless it has received conflicting written notices receive a disbursement from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify Escrow Fund, the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of may refuse to make such disbursement until the Escrow Agent or its employees shall have received instructions in writing signed by each of the Agent and arising out of or in connection with its acceptance ofthe Buyer, or the performance until directed by a final order of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. a court (vi) The Escrow Agent hereby accepts its appointment and agrees to act as in an action brought by the Escrow Agent under the terms and conditions pursuant to paragraph (c) of this AgreementSection 6 or by any other person), whereupon the Escrow Agent shall make such disbursement in accordance with such instructions or order.

Provisions Regarding Escrow Agent. (ia) The duties and obligations of the Escrow Agent shall hereunder will be determined solely by limited to the observance of the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. (ii) have no implied duties. The Escrow Agent shall will not be fully protected in acting on subject to, or relying be obliged to recognize, any other agreement between the parties hereto or directions or instructions not specifically set forth as provided for herein, other than any joint written instructions of the Purchaser and the Seller. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written advicenotice, certificate, noticestatement, directionrequest, instruction, request, direction or other paper agreement or document which other instrument (in each case, only if in writing) or any signature received by it pursuant to the Escrow Agent in good faith provisions of this Agreement that it reasonably believes to be genuine and to have been signed or presented by the proper party or parties, and genuine. The Escrow Agent may assume that any person purporting to give such advicethe Escrow Agent any of the foregoing in accordance with the provisions hereof, certificateor in connection with either this Agreement or the Escrow Agent's duties hereunder, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (iii) . The Escrow Agent shall will use the same degree of care and skill in performing its services hereunder as an ordinary prudent person would do or use under the circumstances in the conduct of his or her own affairs. The Escrow Agent will not be liable for any error of judgment, judgment or for any act done or any step taken or omitted by it in good faith or for any mistake in of fact or law, law or for anything which that it may might do or refrain from doing in connection herewithwith this Agreement, except that the Escrow Agent will be liable only for its own gross negligence or willful misconduct. (ivb) The Escrow Agent Agent, upon prior notice to the Seller and the Purchaser, may seek the consult with and obtain advice of from legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement hereof or its the Escrow Agent's duties hereunder, and it the Escrow Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted acting or suffered by it in good faith failing to act in accordance with the opinion of such its legal counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit, the The Escrow Agent shall not be required responsible in any manner whatsoever for any failure or inability of any of the other parties hereto, or anyone else, to perform or comply with any provisions of this Agreement. (c) If at any time the Escrow Agent shall receive conflicting notices, claims, demands or instructions with respect to any disbursement from the Escrow Fund, or if the Escrow Agent receives a notice, claim, demand or instruction which the Escrow Agent in good faith believes is in conflict with any of the provisions of this Agreement, or if the Escrow Agent is advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, or if for any other reason it shall be uncertain as to its duties or rights hereunder or unable in good faith to determine such controversy and need not make any delivery of the Deposit party or any portion thereof but may retain parties entitled to receive a disbursement from the Deposit Escrow Fund, the Escrow Agent may, without liability to anyone any person, refuse to make any disbursement until the rights Escrow Agent shall have received instructions in writing signed by each of the parties to Purchaser and the dispute shall have been finally resolved by mutual agreementSeller, or until directed by order, judgment or decree, accompanied by an opinion of counsel of the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication nonappealable order of the rights of the parties by a court of competent jurisdiction of (in an action brought by the United States of America and Escrow Agent pursuant to Subsection (c) above or by any other person), whereupon the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed Escrow Agent shall make such disbursement in accordance with such instructions or perfected, and the order. The Escrow Agent shall be under no duty whatsoever to institute or defend any such legal proceedings, although the Escrow Agent may, in its discretion and at the expense of Purchaser and Seller, institute or defend such proceedings. The parties hereto authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute hereunder, the Escrow Agent shall be entitled to assume petition a court of competent jurisdiction and shall perform any acts ordered by such court. Without limiting the generality of the foregoing, it is hereby agreed that in no such controversy has arisen unless it has received conflicting written notices from event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties to may incur or experience by reason of having entered into or relied on this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or in connection with its acceptance ofthe Escrow Agent's services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this AgreementEscrow Agent's reasonable control. (vid) The Escrow Agent hereby accepts its appointment and agrees to act as provisions of this Section 6 shall survive the resignation of the Escrow Agent under or the terms and conditions termination or expiration of this Escrow Agreement.

Provisions Regarding Escrow Agent. (i) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. Escrow Agent shall be fully protected in acting on or relying upon any written advise, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give advise, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (ii) The Escrow Agent shall be fully protected in acting on or relying upon any written advice, certificate, notice, direction, instruction, request, or other paper or document which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties, and may assume that any person purporting to give such adviceadvise, certificate, notice, notice direction, instruction or request or other paper or document has been duly authorized to do so. (iii) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (iv) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit ▇▇▇▇▇▇▇ Money or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit▇▇▇▇▇▇▇ Money, the Escrow Agent shall not be required to determine such controversy and need not make any delivery of the Deposit ▇▇▇▇▇▇▇ Money or any portion thereof but may retain the Deposit ▇▇▇▇▇▇▇ Money without liability to anyone until the rights of the parties to the dispute shall have been finally resolved by mutual agreement, or by order, judgment or decree, accompanied by an opinion of counsel of the party requesting release of the Deposit ▇▇▇▇▇▇▇ Money to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction of the United States of America and the time for appeal thereof, if any, any has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or a written notice from form any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ ' fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. (vi) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent under the terms and conditions of this Agreement.

Provisions Regarding Escrow Agent. (ia) The duties All funds shall be held in an attorney IOLTA account without investment or accrual of interest. Disbursements shall be made to the parties upon receipt of a written directive executed by Seller and obligations Purchaser containing joint instructions. (b) Seller and Purchaser acknowledge and agree that in the event of any conflicting instruction or disagreement as to the disbursement of the funds, Escrow Agent may interplead all of the funds into the District Court of Harris County, T▇▇▇▇. (c) Escrow Agent hereby agrees to perform its services without charge other than reimbursement of out-of-pocket expenses and other costs as may be incurred by Escrow Agent in the administration of this Agreement ("Expenses"), which Expenses, if any, shall be borne by Seller. (d) Escrow Agent is under no duty to enforce payment or delivery of any assignment or payment contemplated hereunder. Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. (ii) The Escrow Agent shall be fully protected in acting on or relying upon any written advicenotice, request, certificate, noticeapproval, direction, instruction, request, consent or any other paper or document which the Escrow Agent in good faith believes believed by him to be genuine and to have been genuine, signed or presented by the proper party or partiesparties and in accordance with the terms of this Agreement. Escrow Agent shall, upon request, provide the requesting party with a statement which summarizes all disbursement activity. Escrow Agent shall be under no duty or obligation other than those herein specifically provided. Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of any other agreement. Seller and Purchaser hereby agree that each shall indemnify and hold Escrow Agent harmless from any and all losses, costs, damages or expenses (including reasonable attorney's fees) it may assume that any person purporting to give sustain by reason of its services as Escrow Agent hereunder except by reason of such advice, certificate, notice, direction, instruction acts or request or other paper or document has been duly authorized to do so. (iii) The omissions for which Escrow Agent is responsible under the next sentence following. Escrow Agent shall not be liable for any error of judgment, or for any act done or step action taken or omitted not taken by it under the terms hereof in good faith the absence of an express breach of its obligations hereunder or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (iv) The misconduct on its part; in particular, Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Deposit or any portion thereof or as to any other matter arising out of or relating to this Agreement or the Deposit, the Escrow Agent shall will not be required to determine such controversy and need not make liable for any delivery of the Deposit or any portion thereof but may retain the Deposit without liability to anyone until the rights of the parties to the dispute shall have been finally resolved by mutual agreement, or by order, judgment or decree, accompanied by an opinion of counsel of the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction of the United States of America and the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversynegligent action taken on its part. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. (vi) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent under the terms and conditions of this Agreement.

Provisions Regarding Escrow Agent. (i) The duties parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and obligations for their convenience. Escrow Agent is not a party to and is not bound by any other agreement between the parties. Escrow Agent is acting in the capacity of the a depository only. Escrow Agent shall not be determined solely by deemed to be the express provisions agent of this Agreement either of the parties and the Escrow Agent shall not be liable except to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this agreement or involving gross negligence. The parties shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees and disbursements incurred in connection with the performance of such the Escrow Agent's duties and obligations as are specifically set out in this Agreement. (ii) The Escrow Agent shall be fully protected in acting on hereunder, except with respect to acts or relying upon any written advice, certificate, notice, direction, instruction, request, omissions taken or other paper or document which the suffered by Escrow Agent in good faith believes to be genuine and to have been signed bad faith, in willful disregard of this agreement or presented by the proper party or parties, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (iii) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own involving gross negligence or willful misconduct. (iv) The on the part of Escrow Agent. Escrow Agent may seek the consult with and obtain advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it agreement. Escrow Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it acting in good faith in accordance with the opinion and instructions of such its counsel. If a controversy arises between one or more parties hereto, or between any of the parties hereto and any person or entity not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver be uncertain of its duties or in the Deposit or any portion thereof or as to any other matter arising out event of or relating to this Agreement or the Deposita dispute, the Escrow Agent shall not be required either continue to determine such controversy hold the Closing Documents until otherwise directed by joint written instructions signed by both Reliable and need not make any delivery RWT or by a final judgment of the Deposit or any portion thereof but may retain the Deposit without liability to anyone until the rights a court of the parties to the dispute shall have been finally resolved by mutual agreementcompetent jurisdiction, or by order, judgment or decree, accompanied by an opinion of counsel of (ii) Escrow Agent may deposit the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by Closing Documents with a court of competent jurisdiction and, after giving written notice of the United States of America such action to Seller and the time for appeal thereofPurchaser, if any, has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Agent shall be under have no duty whatsoever further obligations or liability with respect to institute or defend any such proceedingsthe Closing Documents. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notices from the parties to this Agreement or each acknowledge and agree that, if a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants dispute arises with respect to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability Closing Documents or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or otherwise in connection with its acceptance ofthis agreement, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. (vi) The Escrow Agent hereby accepts its appointment may continue to represent RWT and agrees to act as the Escrow Agent under the terms and conditions of this AgreementWRM.

Provisions Regarding Escrow Agent. (i) The duties and obligations of the Escrow Agent shall hereunder will be determined solely by limited to the observance of the express provisions of this Agreement. The Escrow Agent's duties shall be determined only with reference to this Agreement and the Escrow Agent applicable laws and it shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreementhave no implied duties. (ii) The Escrow Agent shall not be fully protected in acting on bound by, deemed to have knowledge of, or relying have any obligation to make inquiry into or consider, any term or provision of any agreement between the Purchaser, the Sellers and/or any other third party which may be referred to herein or as to which the escrow relationship created by this Agreement relates, including but not limited to this Agreement. The Escrow Agent will not be subject to, or be obliged to recognize, any other agreement between the parties hereto or directions or instructions not specifically set forth or as provided for herein, other than any joint written instructions of the Purchaser and the Beneficial Owners. (iii) The Escrow Agent will not make any payment or disbursement from or out of the Escrow Fund that is not expressly authorized pursuant to this Agreement. The Escrow Agent may rely upon and act upon any written advicenotice, certificate, noticestatement, directionrequest, advice, instruction, request, direction or other paper instrument or document which the Escrow Agent signature received by it that it believes in good faith believes to be genuine and to have been signed or presented by delivered pursuant to the proper party or partiesprovisions of this Agreement, and may assume that any person purporting to give such advicethe Escrow Agent any of the foregoing in accordance with the provisions hereof, certificateor in connection with either this Agreement or the Escrow Agent's duties hereunder, notice, direction, instruction or request or other paper or document has been duly authorized to do so. (iii) . The Escrow Agent shall will not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in of fact or law, any act or for anything which it may do omission, or refrain from doing in connection herewithany step taken or not taken, except as a result of its own willful misconduct or gross negligence negligence. This provision shall survive resignation or willful misconductremoval of the Escrow Agent and the termination of this Escrow Agreement. (iv) The Escrow Agent may seek the consult with and obtain advice of from legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement hereof or its the Escrow Agent's duties hereunder, and it the Escrow Agent shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it acting in good faith in accordance with the opinion advice of such its legal counsel. If a controversy arises between one The Escrow Agent shall not be responsible in any manner whatsoever for any failure or more inability of any of the other parties hereto, or between anyone else, to perform or comply with any provisions of the parties hereto and this Agreement. (v) If at any person or entity not a party hereto, as to whether or not or to whom time the Escrow Agent shall deliver be in doubt as to the Deposit party or parties entitled to receive any or all of the Escrow Fund, or the Escrow Agent shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any portion thereof part thereof, or if for any other reason it shall be unable in good faith to determine the party or parties entitled to receive a disbursement from the Escrow Fund, or be uncertain as to any other matter arising out of its duties or relating to this Agreement or the Depositrights hereunder, the Escrow Agent shall not be required to determine such controversy and need not make any delivery of the Deposit or any portion thereof but may retain the Deposit entitled, without liability to anyone any person, to refrain from taking any action other than to keep safely the Escrow Fund until the rights Escrow Agent shall be directed otherwise in accordance with Section (c) of this Exhibit 1.3(c), whereupon the parties to the dispute Escrow Agent shall have been finally resolved by mutual agreementmake such disbursement in accordance with such joint written instructions or in accordance with a final, or by order, judgment or decree, accompanied by an opinion non-appealable order of counsel of the party requesting release of the Deposit to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction as to the disposition of the United States of America and the time for appeal thereof, if any, has expired without an appeal thereof having been noticed, filed or perfected, and the Escrow Fund. The Escrow Agent shall be under no duty whatsoever to institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense of Sellers and Purchaser, institute or defend such proceedings. The parties hereto authorize the Escrow Agent, if the Escrow Agent is threatened with litigation or is sued, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Fund with the clerk of that court. In the event of any dispute hereunder, the Escrow Agent shall be entitled to assume that petition a court of competent jurisdiction and shall perform any acts ordered by such court. The Escrow Agent's fees and costs for such litigation shall be reimbursed as incurred as provided in Section (f) of this Exhibit 1.3(c) below. (vi) In no such controversy has arisen unless it has received conflicting written notices from event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties to may incur or experience by reason of having entered into or relied on this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (v) Seller and Purchaser will jointly and severally reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent or its employees and arising out of or in connection with its acceptance ofthe Escrow Agent's services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, actions of public authorities, or any other similar cause or catastrophe, in each case beyond the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this AgreementEscrow Agent's reasonable control. (vivii) The Escrow Agent hereby accepts its appointment and agrees makes no representations as to act as the validity, value, genuineness, or the collectibility of any security or other document or instrument held by or delivered to the Escrow Agent under by or on behalf of the terms and conditions of this Agreementparties hereto.