Common use of Duties and Liabilities of the Escrow Agent Clause in Contracts

Duties and Liabilities of the 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 Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, fire, communication line failures, computer viruses, attacks or intrusions, power failures, and earthquakes or other disasters. 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 fiduciary or discretionary duties. 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. This Escrow Agreement contemplates that disputes between the parties may be resolved by a court or other administrative forum of competent jurisdiction, including but not limited to Sections 5, 7, and 10 above. The Beneficiary States and Company agree that, after the Escrow Agent provides the Company and all applicable Beneficiary States with a copy and reasonable notice of the order, writ, judgment, or decree at issue to the addresses identified in Section 6 above, the Escrow Agent is authorized to comply with final orders, writs, judgments, and decrees issued by any court or administrative forum with respect to the fund held hereunder. 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.