Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Escrow Agreement and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement. The Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by the Company in any given year or to insure that the Company deposits the proper amount in any given year.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement. The Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by the Company in any given year or to ensure that the Company deposits the proper amount in or for any given year. The Escrow Agent makes no representation as to the sufficiency of this Escrow Agreement for the purposes in which it is intended. The Escrow Agent may further rely upon the accuracy and completeness of documentation reasonably believed by it to be genuine and to have been signed or presented by the proper parties.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct. The Escrow Agent shall not be bound in any way by any agreement or contract between the Participating Manufacturers and the Settling States (whether or not the Escrow Agent has knowledge thereof) other than this Escrow Agreement, and the only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement.
Duties and Liabilities of Escrow Agent. The acceptance by the Escrow Agent of the duties and obligations of the Escrow Agent under this Agreement is subject to the following terms and conditions:
(a) The Escrow Agent shall be protected in acting, or refraining from acting, upon any written notice, request, waiver, consent, receipt or other paper or document signed by the Beneficiary that Escrow Agent in good faith believes to be genuine. The Escrow Agent shall have no responsibility to inquire into or determine genuineness or authenticity of any documents or instruments submitted to it as originals and may rely upon any order from a court of competent jurisdiction related to the disbursement of funds from the Escrow Account.
(b) The Escrow Agent shall not be responsible for the collection from the Grantor of payments required to be made by the Grantor to the Escrow Agent hereunder.
(c) If a lawsuit shall arise with respect to the disposition by the Escrow Agent of the Escrow Assets held in this Escrow Account pursuant to this Agreement, or any part thereof, the Escrow Agent shall not be liable for refusing to deliver any part of such property that is the subject of the lawsuit unless and until such lawsuit is resolved by a final judgment or order from a court of competent jurisdiction from which no right of appeal exists, or in respect of which any right of appeal has expired without being exercised, or by written Agreement acceptable to the Escrow Agent executed and delivered by the parties hereto.
(d) The Escrow Agent shall ensure the filing of all required tax returns for which the Escrow Account is liable and shall disburse funds from earnings of the Escrow Account to pay lawfully due taxes owed by the Escrow Account.
(e) The Escrow Agent shall, upon receipt of notice provided to the Escrow Agent under Section 16 of this Agreement, maintain records of ownership of the Facility during the time in which the Escrow Account is established.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Agreement. The Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by IdleAire under the Lease Agreement, or to ensure that such amounts are deposited with Escrow Agent.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no liability or obligation with respect to the Escrow Account funds except for the Escrow Agent’s willful misconduct, bad faith or gross negligence. The Escrow Agent shall be under no duty to: (a) pass upon the adequacy of any documents; (b) determine whether any of the Parties are complying with the terms and provisions of this Escrow Agreement; or (c) determine the identity or authority of any person purporting to be a signatory authorized by the Permittee or the Department.
Duties and Liabilities of Escrow Agent. Escrow Agent shall not be liable to either of the Parties in connection with the performance of any duty imposed upon Escrow Agent hereunder for any action taken by Escrow Agent in good faith in conformity with the provisions of this Agreement in holding or dealing with the Deposit, except for the negligence or misconduct of Escrow Agent. Escrow Agent may act upon any instrument or other writing believed by Escrow Agent in good faith to be genuine and to be executed and presented by the proper person. Escrow Agent shall have no duties or responsibilities other than as expressly set forth herein. In the event that (i) Escrow Agent shall be uncertain as to its rights or duties hereunder, (ii) Escrow Agent shall receive instructions from Buyer or Seller or the issuer of the Credit (if applicable) which, in the reasonable opinion of Escrow Agent, are in conflict with any of the provisions hereof, or (iii) Escrow Agent shall receive conflicting demands from Buyer or Seller or the issuer of the Credit (if applicable) with respect to the Deposit or directing Escrow Agent to take any action with respect to the Deposit, Escrow Agent may take affirmative steps in order to terminate its duties hereunder by depositing the Deposit with the clerk of court for the Circuit Court for Mxxxxxxxxx County, Maryland in an action for interpleader, naming the conflicting claimants as parties in such action. The reasonable costs and expenses of Escrow Agent in connection with filing such an interpleader action, not to exceed a total of $5,000, shall be divided equally between Buyer and Seller.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Escrow Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent has no duty to perform any calculations with respect to the proper amount to be deposited by the Company in any given year or to ensure that the Company deposits the proper amount in or for any given year. The Escrow Agent makes no representation as to the sufficiency of this Escrow Agreement for the purposes in which it is intended. The Escrow Agent may further rely upon the accuracy and completeness of documentation reasonably believed by it to be genuine and to have been signed or presented by the proper parties.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Agreement and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Agreement. In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature reasonably believed by it to be genuine and purportedly signed by either or both of the other parties or their respective successors or assigns. The Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be bound (and the Escrow Agent’s agents rights and obligations under this Agreement shall in no manner be affected) by any modification, cancellation or rescission of this Agreement unless in writing and signed by it, Buyers, and Seller, and each hereby irrevocably releases the Escrow Agent from any act now or hereafter done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder except any act of gross negligence or willful misconduct.
Duties and Liabilities of Escrow Agent. The Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this Agreement, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Agreement. The Escrow Agent has no duty to ensure that the Titles are deposited with Escrow Agent.
