Common use of Limitation of Escrow Agent's Duties and Liabilities Clause in Contracts

Limitation of Escrow Agent's Duties and Liabilities. (a) Each Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation any documents pertaining to the Acquisition, including, but not limited to, the Debenture), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. (b) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent's gross negligence, willful misconduct or fraud in breach of the terms of this Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action, unless due to the Escrow Agent's willful misconduct or fraud. (c) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own gross negligence or willful misconduct in breach of this Agreement. (d) The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. (e) Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any of the Escrowed Funds (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be.

Limitation of Escrow Agent's Duties and Liabilities. (a) Each Interested Party acknowledges The duties and agrees that responsibilities of the Escrow Agent (i) hereunder shall be determined solely by the express provisions of this Agreement, and no other or further duties or responsibilities shall be implied. The Escrow Agent shall not be responsible for have any liability under, nor duty to inquire into, the terms and provisions of the agreements referred to any agreement or described herein (including without limitation any documents pertaining to the Acquisitioninstructions, other than as outlined in this Agreement, including, but not limited towithout limiting the generality of the foregoing, the Debenture)Merger Agreement. It is understood and agreed that should any dispute arise with respect to the payment and/or ownership or right of possession of the Escrow Property, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, all or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Escrow AgentProperty until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final decision of the arbitrators pursuant to Section 3.3(c) hereof, (iii) but the Escrow Agent shall not be obligated to take authorized, nor shall it be under any legal duty whatsoever to, institute or other action hereunder which might in its judgment involve or cause it to incur defend any expense or liability unless it shall have been furnished with acceptable indemnification, such arbitration proceedings. (ivb) The Escrow Agent may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper personparty or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Escrow Agent shall have no duty to solicit any items which may be due it hereunder. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent’s willful misconduct or gross negligence was the primary cause of any loss to Gateway or Xx. Xxx. In no event shall the Escrow Agent be liable for punitive, special, incidental or consequential damages. The Escrow Agent may consult with counsel of its own choice and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of for any action taken, suffered taken or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. (b) The Escrow Agent shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Escrow Agent's gross negligence, willful misconduct or fraud in breach of the terms of this Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Escrow Agent has been informed of the likelihood of such loss or damage and regardless of the form of action, unless due to the Escrow Agent's willful misconduct or fraud. (c) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own gross negligence or willful misconduct in breach of this Agreement. (d) The Escrow Agent is hereby authorizedshall not incur any liability for following the instructions herein contained or expressly provided for, in making or disposing written instructions given jointly by Gateway and Xx. Xxx or by either of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own accountthem individually. (e) Notwithstanding any term appearing in this Agreement to In the contrary, in no instance shall event that the Escrow Agent shall be required uncertain as to its duties or obligated to distribute rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the Escrowed Funds (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms provisions of this Agreement), as it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the case may beother parties hereto or by a final order or judgment of a court of competent jurisdiction.

Limitation of Escrow Agent's Duties and Liabilities. (a) Each Interested Party acknowledges The duties and agrees that responsibilities of the Escrow Agent (i) shall not be responsible for any of the agreements referred to or described herein (including without limitation any documents pertaining to the Acquisition, including, but not limited to, the Debenture), or for determining or compelling compliance therewith, and shall not otherwise be bound thereby, (ii) hereunder shall be obligated only for determined solely by the performance express provisions of such duties as are expressly and specifically set forth in this Agreement on its part to be performed, each of which is ministerial (and shall not be construed to be fiduciary) in natureAgreement, and no implied other or further duties or obligations of any kind responsibilities shall be read into this Agreement against or on the part of the implied. (b) The Escrow Agent, (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification, (iv) Agent may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or request provided in a separate written instruction), instrument, statement, certificate, request or other document for and furnished to it hereunder pursuant to the terms of this Agreement and believed by it in good faith to be genuine and to have been signed or presented by the proper personparty or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any document or agreement. The Escrow Agent shall have no duty to solicit any item which may be due it hereunder. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent's willful misconduct or negligence was the primary cause of any loss to either of the Depositors. The Escrow Agent may consult with counsel of its own choice and shall have no responsibility or duty to make inquiry as to or to determine the genuineness, accuracy or validity thereof (or any signature appearing thereon), or of the authority of the person signing or presenting the same, and (v) may consult counsel satisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of for any action taken, suffered taken or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. (bd) The Depositors hereby jointly and severally agree to indemnify the Escrow Agent shall not be liable for and to anyone for hold it harmless against any action taken loss, liability or omitted to be taken by it hereunder expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in the case of those cases where the Escrow Agent's gross negligenceAgent has acted with negligence or willful misconduct. Anything in this Agreement to the contrary notwithstanding, willful misconduct or fraud in breach of the terms of this Agreement. In no event shall the Escrow Agent be liable for indirectspecial, punitive, special indirect or consequential loss or damage or loss of any kind whatsoever (including but not limited to lost profits) whatsoever), even if the Escrow Agent has been informed advised of the likelihood of such loss or damage and regardless of the form of action, unless due to the Escrow Agent's willful misconduct or fraud. (c) The Escrow Agent shall have no more or less responsibility or liability on account of any action or omission of any book-entry depository, securities intermediary or other subescrow agent employed by the Escrow Agent than any such book-entry depository, securities intermediary or other subescrow agent has to the Escrow Agent, except to the extent that such action or omission of any book-entry depository, securities intermediary or other subescrow agent was caused by the Escrow Agent's own gross negligence or willful misconduct in breach of this Agreement. (d) The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account. (e) Notwithstanding any term appearing in this Agreement to the contrary, in no instance shall the Escrow Agent be required or obligated to distribute any of the Escrowed Funds (or take other action that may be called for hereunder to be taken by the Escrow Agent) sooner than two (2) Business Days after (i) it has received the applicable documents required under this Agreement in good form, or (ii) passage of the applicable time period (or both, as applicable under the terms of this Agreement), as the case may be.