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

Duties and Obligations of Escrow Agent. (a) The Escrow Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustments of the Exchange Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, including without limitation, those pursuant to Section 3 hereof. The Escrow Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent makes no representation with respect thereto. The Escrow Agent shall not be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture.

Duties and Obligations of Escrow Agent. (a) The Escrow Agent shall not at any time be under any duty or responsibility to any holder of Notes Debentures to determine whether any facts exist which may require any adjustments of the Exchange Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, including without limitation, those pursuant to Section 3 hereofor upon the absence of such notice. The Escrow Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Vencor shares, of NutraMax Common SharesStock, or of any other securities or other property, which may at any time be issued or delivered upon the exchange of any NoteDebenture; and the Escrow Agent makes no representation with respect thereto. The Escrow Agent shall not be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture.

Duties and Obligations of Escrow Agent. (a) The Escrow Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustments of the Exchange Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, including without limitation, those pursuant to Section 3 hereof. The Escrow Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent makes no representation with respect thereto. The Escrow Agent shall not be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture.