Common use of Duties and Limited Obligations of Escrow Agent Clause in Contracts

Duties and Limited Obligations of Escrow Agent. (a) Escrow Agent shall be under no obligation or responsibility to either Company or AGCS to determine the existence, relevance, completeness, accuracy or other aspects of the Source Material or any portions thereof deposited from time to time by Company. Escrow Agent shall have no obligation or responsibility to determine whether what is deposited or accepted by it for deposit is or is not Source Material as defined herein. Furthermore, this Escrow Agreement shall constitute notice to any third person or entity who may acquire a right of access to the Source Material that Escrow Agent's duty is limited as set forth herein and that Escrow Agent is not liable to any such third person or entity. Company and AGCS further agree that Escrow Agent shall not be liable for any forgeries or impersonations concerning any documents of record or other documents it is handling in its capacity as Escrow Agent. (b) Escrow Agent agrees to prevent any unauthorized person or persons from gaining access to the Source Material, except as specifically provided by this Escrow Agreement. (c) Escrow Agent agrees not to use the Source Material for any purpose except as provided hereunder. (d) Company and AGCS further agree that if they disagree on any matter connected with this Escrow Agreement, Escrow Agent will not be required to settle the matter. If Escrow Agent is made a party to legal proceedings, Escrow Agent will be entitled to such reasonable compensation for services, costs and attorneys' fees as may be awarded, which compensation shall be paid by the non-prevailing party.

Duties and Limited Obligations of Escrow Agent. (a) Escrow Agent shall be under no obligation or responsibility to either Company or AGCS Motorola to determine the existence, relevance, completeness, accuracy or other aspects of the Source Material Code or any portions thereof deposited from time to time by Company. Escrow Agent shall have no obligation or responsibility to determine whether what is deposited or accepted by it for deposit is or is not Source Material Code as defined herein. Furthermore, this Escrow Agreement shall constitute notice to any third person or entity who may acquire a right of access to the Source Material Code that Escrow Agent's duty is limited as set forth herein and that Escrow Agent is not liable to any such third person or entity. Company and AGCS Motorola further agree that Escrow Agent shall not be liable for any forgeries or impersonations concerning any documents of record or other documents it is handling in its capacity as Escrow Agent. (b) Escrow Agent agrees to prevent any unauthorized person or persons from gaining access to the Source MaterialCode, except as specifically provided by this Escrow Agreement. (c) Escrow Agent agrees not to use the Source Material Code for any purpose except as provided hereunder. (d) Company and AGCS Motorola further agree that if they disagree on any matter connected with this Escrow Agreement, Escrow Agent will not be required to settle the matter. If Escrow Agent is made a party to legal proceedings, Escrow Agent will be entitled to such reasonable compensation for services, costs and attorneys' fees as may be awarded, which compensation shall be paid by the non-prevailing party.