Bank’s Responsibility. This Agreement does not create any obligations of Bank, and Bank makes no express or implied representations or warranties with respect to its obligations under this Agreement, except for those expressly set forth herein. In particular, Bank need not investigate whether Secured Party is entitled under Secured Party’s agreements with Company or Servicer to give Disposition Instructions. Bank may rely on any and all notices and communications it believes are given by the appropriate party. Bank will not be liable to Company, Servicer, Secured Party or any other party for any Losses and Liabilities caused by (i) circumstances beyond Bank’s reasonable control (including, without limitation, computer malfunctions, interruptions of communication facilities, labor difficulties, acts of God, wars, or terrorist attacks) or (ii) any other circumstances, except to the extent such Losses and Liabilities are directly caused by Bank’s gross negligence or willful misconduct. In no event will Bank be liable for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to Bank, and regardless of the form of the claim or action, or the legal theory on which it is based. Any action against Bank by Company, Servicer or Secured Party under or related to this Agreement must be brought within twelve (12) months after the cause of action accrues.
Bank’s Responsibility. The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to determine or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited ...
Bank’s Responsibility. This Agreement does not create any obligations of Bank, and Bank makes no express or implied representations or warranties with respect to its obligations under this Agreement, except for those expressly set forth herein. In particular, Bank need not investigate whether Secured Party is entitled under Secured Party’s agreements with Company to give Disposition Instructions. Bank may rely on any and all notices and communications it believes are given by the appropriate party. Bank will not be liable to Company, Secured Party or any other party for any Losses and Liabilities caused by (i) circumstances beyond Bank’s reasonable control (including, without limitation, computer malfunctions, interruptions of communication facilities, labor difficulties, acts of God, wars, or terrorist attacks) or (ii) any other circumstances, except to the extent such Losses and Liabilities are directly caused by Bank’s gross negligence or willful misconduct. In no event will Bank be liable for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to Bank, and regardless of the form of the claim or action, or the legal theory on which it is based. Any action against Bank by Company or Secured Party under or related to this Agreement must be brought within twelve (12) months after the cause of action accrues.
Bank’s Responsibility. Anything contained in the foregoing to the contrary notwithstanding:
(a) Except for permitting a withdrawal in violation of Section 2.01, Bank shall not be liable to Secured Party for complying with Orders from Customer that are received by Bank before Bank receives and has a reasonable opportunity (no more than 2 business days) to act on Notice of Exclusive Control and any contrary Order from Secured Party.
(b) Bank shall not be liable to Customer for complying with Orders originated by Secured Party, even if Customer notifies Bank that Secured Party is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.
(c) This agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether the Secured Party is entitled under Secured Party’s agreements with Customer to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party.
(d) Bank will not have any liability to Customer or Secured Party for claims, losses, liabilities or damages suffered or incurred by Customer or Secured Party as a result of or in connection with this agreement except to the extent such losses, liabilities and damages directly result from Bank’s gross negligence or willful misconduct.
(e) In no event shall Bank have any liability to Customer or Secured Party for any consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or Bank knew or should have known the likelihood of such damages in any circumstances.
Bank’s Responsibility. The Bank will not be responsible for any loss or damage suffered or incurred by the Customer except in a case where there has been gross negligence on the part of the Bank, and in any such case the Bank will not be liable for any indirect, consequential or exemplary damages (including but not limited to loss of profits), regardless of the cause of action. In no event will the Bank be liable for any loss or damage suffered by the Customer that is caused by:
a) the actions of, or any failure to act by, any third party (and no third party will be considered to be acting as an agent for the Bank); except if said third party is acting under specific instructions from the Bank.
b) inaccuracies in or inadequacies of any information furnished by the Customer to the Bank;
c) a forged or unauthorized signature or a material alteration on any Instrument, unless (A) it was made by a person who was at no time the Customer’s employee, officer, director or agent and (B) its occurrence was beyond the Customer’s control; or
d) Any delay, error or interruption or failure by the Bank to perform or fulfill any of its obligations to the Customer due to any cause beyond the Bank’s control (including but not limited to any systems malfunction, technical failures, or if the information retrieved by the Bank is not timely, complete or accurate);
e) any missing, incomplete or fraudulent endorsement of any instrument or any counterfeit cheques
f) the communication facilities that are not under the Bank’s control that may affect the timeliness, completeness or accuracy of any information or that may cause a delay in the retrieval or presentment of any information;
g) the Bank relying or acting upon any electronic communication pursuant to this Agreement;
h) The Customer’s failure to fulfill any of its obligations under this Agreement or to comply with any instructions the bank may provide to the Customer from time to time in connection with any services provided by the Bank;
i) The Customer leaving the Bank’s website and linking to and from any third party’s website and linking to and from any third party’s website or otherwise not securing its banking information, passwords, security codes, and anything incidental thereto from a third party; or
j) The transmission of viruses or other destructive or contaminating properties and any related damage to the Customer’s computer system.
Bank’s Responsibility a. Except for permitting a withdrawal in violation of section 2, above, Bank will not be liable to Creditor for complying with Orders from Customer that are received by Bank before Bank receives and has had a reasonable opportunity to act on a contrary Order from Creditor.
b. Bank will not be liable to Customer for complying with Orders originated by Creditor, even if Customer notifies Bank that Creditor is not legally entitled to issue Orders, unless Bank takes the action after it is served with an injunction, restraining order or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process.
c. This agreement does not create any obligation of Bank except for those expressly set forth in this agreement. In particular, Bank need not investigate whether Creditor is entitled under Creditor's agreements with Customer to give Orders. Bank may rely on notices and communications it believes are given by the appropriate party.
Bank’s Responsibility. In the performance of the OTM Services, the Bank will be entitled to rely solely on the information, representations and warranties provided by the Company, and will not be responsible for the accuracy or completeness thereof. The Bank shall have no duty or obligation to inquire as to the appropriateness, correctness or authenticity of any entry, instruction, transaction or order in connection with the OTM Services, whether or not it will result in payment to any officer, employee, or agent of the Company, or is otherwise tendered in payment of such person’s individual obligations. The Bank has no obligation to verify the availability of funds in any account at the time of any transfer request, even if honoring such a request will result in an overdraft. In the event such a request is honored, the Company shall immediately pay such overdraft and shall be responsible for payment of all applicable overdraft charges. Further, the Bank is not obligated to honor, either in whole in part, any transaction or instruction which (a) is not in accordance with any terms or conditions applicable to the relevant Specific Service, (b) the Bank has reason to believe may not be authorized by Company, (c) involves funds subject to a hold, dispute or legal process preventing their withdrawal; or (d) would violate any applicable federal or state law, rule or regulation. Notwithstanding any other provision of this Agreement, the Bank shall have no liability for any damage, loss, expense or liability of any nature that the Company may suffer or incur, except to the extent of direct losses attributable solely to the Bank’s own gross negligence or willful misconduct, and only to the extent set forth herein. In furtherance of, and without limiting the foregoing, the Bank will not otherwise be responsible for any action taken, allowed or omitted or for any liability, loss, claim or damage arising from an act of God, loss or delay occasioned in transit of data or processed work, labor disputes, material or labor shortages, accident or damage to facilities, inaccuracy of information, computer viruses, malicious code or other defects in the OTM Services, incompatibility between the OTM Services and the Company’s browser or from other causes or events beyond the control of the Bank. The time, if any, required for the Bank’s performance under this Agreement shall be automatically extended during the period of such delay or interruption. In no event shall the Bank be liable for any indir...
Bank’s Responsibility. (a) Bank will not be liable to Secured Party for complying with entitlement orders from an Authorized Person of Grantor that are received by Bank before Bank receives and has a reasonable opportunity to act on an entitlement order from an Authorized Person of Secured Party.
(b) If at any time Bank is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Account (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Account or any financial asset in the Account), Bank is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if Bank complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Bank will not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.
(c) Bank will be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. Bank may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.
(d) Bank will not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. Bank will not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.
(e) This Agreement does not create any obligation of Bank except for those expressly set forth in this Agreement. In particular, Bank need not investigate whether Secured Party is entitled under Secured Pa...
Bank’s Responsibility. Except for permitting a withdrawal, delivery or payment in violation of the section entitled “Debtor’s Rights in Blocked Accounts,” Bank will not be liable to Agent for complying with instructions or directions from Company that are received by Bank before Bank receives and has a reasonable opportunity to act on a Notice of Exclusive Control. Bank will not be liable to Company for complying with a Notice of Exclusive Control or with instructions or directions originated by Agent, even if Company notifies Bank that Agent is not legally entitled to issue the instructions or directions or Notice of Exclusive Control, unless Bank takes the action after it is served with an injunction, restraining order or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process, or Bank acts in collusion with Agent in violating Company’s rights. This agreement does not create any obligation of Bank except for those expressly set forth in this agreement. In particular, Bank need not investigate whether Agent is entitled under Agent’s agreements with Company to give instructions or directions or a Notice of Exclusive Control. Bank may rely on notices and communications which it believes have been given by the appropriate party.
Bank’s Responsibility. The Bank is responsible for completing transfers and xxxx payments on time according to your properly entered and transmitted instructions. However, the Bank will not be liable for completing transfers and xxxx payments: If, through no fault of ours, you do not have enough available money in the account from which a payment or transfer is to be made, if the account has been closed, frozen, or is not in good standing, or if we reverse payment or transfer because of insufficient funds; If any payment or transfer exceeds the credit limit of any account or under the Instructions of this Agreement; If you have not properly followed software or Online Banking instructions on how to make a transfer, xxxx payment, or other transaction; If you have not given the Bank complete, correct, and current instructions, account numbers, Access Codes, or other identifying information so that the Bank can properly credit your account or otherwise complete the transaction; If you do not authorize a xxxx payment soon enough for your payment to be made to the payee by the time it is due; If the Bank makes a timely xxxx payment but the merchant nevertheless does not credit your payment promptly after receipt; If you receive notice from a merchant or other institution that any payment or transfer you have made remains unpaid or has not been completed, and you fail to notify us promptly of that fact; If withdrawals from any of your linked accounts have been prohibited by a court order such as a garnishment or other legal process; If your Computer, your software, or Online Banking was not working properly and this problem should have been apparent to you when you attempted to authorize a transfer or xxxx payment; If you, or anyone you allow, commits fraud or violates any law or regulation; If circumstances beyond the Bank's control prevent making a transfer or payment, despite reasonable precautions that the Bank has taken. Such circumstances include telecommunications outages, postal strikes, delays caused by payees, fires, and floods. There may be other exceptions to the Bank's liability as stated in the deposit, line of credit, credit card, and other Bank agreements. In addition, the Bank will not be liable for indirect, special, consequential, economic, or other damages arising out of the installation, use or maintenance of Online Banking and/or its related equipment, software, or online services.
