Escrow Agent Responsibility Sample Clauses

Escrow Agent Responsibility. Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument under which moneys are deposited with him hereunder, or with respect to the form or execution of the same, nor is Escrow Agent liable for or responsible for the performance of any other party specified in this escrow, other than the contingencies agreed to by Escrow Agent in this Escrow Agreement.
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Escrow Agent Responsibility. The responsibility of the Escrow Agent under this Agreement is expressly limited to Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 22, 26, 27, 28, 29, 30, 31, 32, 33, and 34 and to its liability under the Title Policy.
Sample 1
Escrow Agent Responsibility. Escrow Agent shall not be responsible or liable for the sufficiency or accuracy of the form, execution, validity or genuineness of documents, instruments or securities now or hereafter deposited in the Escrow Account, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein. Registered ownership of or other legal title to Assets deposited in the Escrow Account shall be maintained in the name of Escrow Agent, or its nominee, only if expressly provided herein, in the Construction Draw Schedule and/or in any amendment to this Escrow Agreement signed by all of the parties. Escrow Agent may maintain qualifying Assets in a Federal Reserve Bank or in any registered clearing agency (including, without limitation, the Depository Trust Company) as Escrow Agent may reasonably select, and may register such deposited Assets in the name of Escrow Agent or its agent or nominee on the records of such Federal Reserve Bank or such registered clearing agency or a nominee of either. Escrow Agent shall not be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement or this Escrow Agreement.
Sample 1
Escrow Agent Responsibility. (a) Escrow Agent is acting only for the accommodation of the parties and in performing its duties, shall not be liable for (i) any loss, costs or damages which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or damages arising out of its willful misconduct or gross negligence, (ii) any action taken or omitted to be taken in reliance upon any document, including any written instructions provided for in this Agreement, which Escrow Agent shall in good faith believe to be genuine.
Sample 1
Escrow Agent Responsibility. Escrow Agent shall be not liable to either Purchaser or Seller in connection with its performance as Escrow Agent hereunder, except in the event of Escrow Agent's gross negligence, bad faith, willful misconduct and/or willful disregard of the escrow provisions set forth in this Agreement. Escrow Agent may rely and/or act upon any instrument or document reasonably believed by Escrow Agent to be genuine and to be executed and/or delivered by the proper person. Purchaser and Seller hereby agree to indemnify, defend and hold Escrow Agent harmless from and against any cost, loss or expense (including reasonable attorney's fees and disbursements) suffered or incurred by Escrow Agent as a result of Escrow Agent being named in or as a result of Escrow Agent commencing and prosecuting any litigation or proceeding required or permitted under this Agreement, other than litigation against Purchaser by Seller; provided, however, the foregoing indemnity will not apply to any cost, loss or expense incurred by Escrow Agent as a result of Escrow Agent's gross negligence, bad faith, willful misconduct and/or willful disregard of the escrow provisions set forth in this Agreement. Once Escrow Agent has tendered into the registry or custody of any court of competent jurisdiction all money and/or property in Escrow Agent's possession under this Agreement or has made delivery of the Exxxxxx Money in any other manner provided for herein, Escrow Agent shall be deemed to have withdrawn as escrow agent hereunder and shall be discharged from all duties and shall have no further liability hereunder as Escrow Agent.
Sample 1
Escrow Agent Responsibility. Escrow Agent hereby represents that it is a national banking association organized under the laws of the United States, and its capital and surplus is not less than $10,000,000. Escrow Agent shall not be responsible or liable for the sufficiency or accuracy of the form, execution, validity or genuineness of documents instruments or securities (except to the extent provided in Section 5 above) now or hereafter deposited or otherwise credited to the Cash Collateral Account or the Escrow Account, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein. Further, Escrow Agent shall have no duty or obligation with regard to any of the terms, conditions or required actions contemplated or otherwise stated in either the Settlement Agreement or the 2010 License.
Sample 1

Related to Escrow Agent Responsibility

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • Client Responsibilities You are responsible for (a) assessing each participants’ suitability for the Training, (b) enrollment in the appropriate course(s) and (c) your participants’ attendance at scheduled courses.

  • Trust Responsibilities In connection with its use of AVA, the Trust, through its service providers, shall:

  • Joint Responsibilities 2.1.1 University and Affiliate each will identify, and notify each other of, a person responsible for serving as its liaison during the course of this affiliation. The appointment of liaisons shall be subject to mutual approval of the parties.

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

  • Custodial Responsibilities ARTICLE IX

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • Allocation of Responsibilities The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

  • General Responsibilities Issuer hereby engages Distributor to act as exclusive distributor of the shares of each class of the Funds. The Funds subject to this Agreement as of the date hereof are identified on SCHEDULE A, which may be amended from time to time in accordance with Section 11 below. Sales of a Fund's shares shall be made only to investors residing in those states in which such Fund is registered. After effectiveness of each Fund’s registration statement, Distributor will hold itself available to receive, as agent for the Fund, and will receive by mail, telex, telephone, or such other method as may be agreed upon between Distributor and Issuer, orders for the purchase of Fund shares, and will accept or reject such orders on behalf of the Fund in accordance with the provisions of the applicable Fund’s prospectus. Distributor will be available to transmit orders, as promptly as possible after it accepts such orders, to the Fund’s transfer agent for processing at the shares’ net asset value next determined in accordance with the prospectuses.

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