Common use of Limitation of Escrow Agent’s Liability Clause in Contracts

Limitation of Escrow Agent’s Liability. (a) The Escrow Agent (i) will not be responsible for, or be charged with knowledge of, the Purchase Agreement or any other agreement referred to herein but will be obligated only for performance of such duties as are specifically set forth in this Agreement; (ii) will not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it will have been furnished with acceptable indemnification; (iii) may rely on and will be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and will have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel, will 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 of such counsel. (b) Neither the Escrow Agent nor any of its directors, officers or employees will be liable to anyone for any action or omitted to be taken by it or any of its directors, officers or employees hereunder except in the case of gross negligence or willful misconduct. Each party hereto (other than the Escrow Agent), jointly and severally (each an "INDEMNIFYING PARTY" and together the "INDEMNIFYING PARTIES"), covenants and agrees to indemnify the Escrow Agent and 11- hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense will be caused by the Escrow Agent's willful misconduct or gross negligence. In no event will the Escrow Agent be liable for indirect, punitive, special or consequential damages. (c) The Indemnifying Parties, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of any funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. The Indemnifying Parties undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. The Indemnifying Parties, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withheld or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. Notwithstanding the foregoing, no distributions will be made to an individual unless the Escrow Agent is supplied with an original, signed W-9 form or its equivalent prior to distribution. (d) The Escrow Agent hereby warrants that the Escrow Agent will notify Purchaser and Company by letter, or by telephone or telecopy confirmed by letter, of any receipt by the Escrow Agent of a written assertion of a claim against the Escrow Agent, or any action commenced against the Escrow Agent, within ten (10) business days after the Escrow Agent's receipt of written notice of such claim. However, the Escrow Agent's failure to so notify each Indemnifying Party will not operate in any manner whatsoever to relieve an Indemnifying Party from any liability that it may have otherwise than on account of this Section 5. (e) In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent will have the absolute right, at the Escrow Agent's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 9 hereof or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under this Agreement, and Purchaser will pay the Escrow Agent all costs, expenses and reasonable attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 8 hereof).

Limitation of Escrow Agent’s Liability. The Escrow -------------------------------------- Agent's responsibility and liability under this Agreement shall be limited as follows: (a) the Escrow Agent does not represent, warrant or guarantee to the Tribe the performance of the Authority, any contractor, subcontractor or provider of materials or services in connection with construction of the Expansion; (b) the Escrow Agent shall have no responsibility to the Authority, the Tribe, the Administrative Agent, the Trustees or any other party as a consequence of performance by the Escrow Agent of its duties hereunder except for any gross negligence or willful misconduct of the Escrow Agent or failure to account for funds held on deposit; (c) the Authority shall remain solely responsible for all aspects of its business and conduct in connection with the Expansion, including, but not limited to, the quality and suitability of the Plans, the supervision of the construction work, the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements; (d) the Escrow Agent is not obligated to supervise, inspect or inform, the Authority, the Tribe, the Administrative Agent, the Trustees or any other party or any third party of any aspect of the construction of the Expansion or any other party to protect against, or to inform the Authority of, any negligent, faulty, inadequate or defective design or construction of the Expansion. The Escrow Agent (i) will not shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible for, or be charged with knowledge of, the Purchase Agreement or any other agreement referred to herein but will be obligated only for the performance of such duties as are specifically set forth in this Agreement; (ii) will and obligations, shall not be obligated required to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it will have been furnished with acceptable indemnification; (iii) may rely on and will be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and will have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel, will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and otherwise than in accordance with the opinion of such counsel. (b) Neither the Escrow Agent nor terms hereof and shall not be in any of its directors, officers manner liable or employees will be liable to anyone responsible for any action loss or omitted damage arising by reason of any act or omission to be taken act by it or any of its directors, officers or employees hereunder except in the case of gross negligence or willful misconduct. Each party hereto (other than the Escrow Agent), jointly and severally (each an "INDEMNIFYING PARTY" and together the "INDEMNIFYING PARTIES"), covenants and agrees to indemnify the Escrow Agent and 11- hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with any of the administration transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its duties hereunderdiscretion, or any other reason, except for its gross negligence (including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense will be caused by the Escrow Agent's willful misconduct or gross negligence. In no event will the Escrow Agent be liable for indirect, punitive, special or consequential damages. (c) The Indemnifying Parties, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of any funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. The Indemnifying Parties undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. The Indemnifying Parties, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withheld account for funds on deposit) or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. Notwithstanding the foregoing, no distributions will be made to an individual unless the Escrow Agent is supplied with an original, signed W-9 form or its equivalent prior to distributionwillful misconduct. (d) The Escrow Agent hereby warrants that the Escrow Agent will notify Purchaser and Company by letter, or by telephone or telecopy confirmed by letter, of any receipt by the Escrow Agent of a written assertion of a claim against the Escrow Agent, or any action commenced against the Escrow Agent, within ten (10) business days after the Escrow Agent's receipt of written notice of such claim. However, the Escrow Agent's failure to so notify each Indemnifying Party will not operate in any manner whatsoever to relieve an Indemnifying Party from any liability that it may have otherwise than on account of this Section 5. (e) In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent will have the absolute right, at the Escrow Agent's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 9 hereof or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under this Agreement, and Purchaser will pay the Escrow Agent all costs, expenses and reasonable attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 8 hereof).

Limitation of Escrow Agent’s Liability. (a) The Except for Escrow Agent’s gross negligence or willful misconduct, Escrow Agent (i) will shall not be responsible foror liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or be charged with knowledge of, any notice or demand given to it or for the Purchase Agreement or form of execution of any other agreement referred to herein but will be obligated only for performance of such duties as are specifically set forth in this Agreement; (ii) will not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it will have been furnished with acceptable indemnification; (iii) may rely on and will be protected in acting or refraining from acting upon any written notice, instruction, instrument, statementnotice or demand or for the identification, request authority or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and will have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel, will be full and complete authorization and protection in respect rights of any action takenperson executing, suffered depositing or omitted by it hereunder in good faith giving the same or for the terms and in accordance with conditions of any instrument, pursuant to which the opinion of such counselparties may act. (b) Neither the Escrow Agent nor shall not have any of its directorsduties or responsibilities except those expressly set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, officers notice, demand, request, waiver, consent, receipt or employees will be liable to anyone for any action other paper or omitted document reasonably believed by Escrow Agent to be taken by genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so; or any of its directors(ii) in otherwise acting or failing to act under this Agreement, officers or employees hereunder except in the case of Escrow Agent’s gross negligence or willful misconduct. Each party hereto (other than the Escrow Agent), jointly and severally (each an "INDEMNIFYING PARTY" and together the "INDEMNIFYING PARTIES"), covenants and agrees to indemnify the Escrow Agent and 11- hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense will be caused by the Escrow Agent's willful misconduct or gross negligence. In no event will the Escrow Agent be liable for indirect, punitive, special or consequential damages. (c) The Indemnifying Parties, jointly and severally, agree to assume any and all obligations imposed now or hereafter Escrow Agent shall not be bound by any applicable tax law with respect to modification, cancellation or rescission of this Agreement unless the payment of any funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. The Indemnifying Parties undertake to instruct the Escrow Agent same is in writing with respect to and signed by each of the other parties hereto and a copy thereof has been received by Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. The Indemnifying Parties, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withheld or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. Notwithstanding the foregoing, no distributions will be made to an individual unless the Escrow Agent is supplied with an original, signed W-9 form or its equivalent prior to distribution. (d) The Escrow Agent hereby warrants that has executed this Agreement for the Escrow Agent will notify Purchaser and Company by letter, or by telephone or telecopy confirmed by letter, sole purpose of any receipt by agreeing to act as such in accordance with the Escrow Agent of a written assertion of a claim against the Escrow Agent, or any action commenced against the Escrow Agent, within ten (10) business days after the Escrow Agent's receipt of written notice of such claim. However, the Escrow Agent's failure to so notify each Indemnifying Party will not operate in any manner whatsoever to relieve an Indemnifying Party from any liability that it may have otherwise than on account terms of this Section 5Agreement. (e) In Subject to Section 7 hereof, Parent, on the event conflicting demands are made or conflicting notices are served upon one hand, and the Representatives, on the other hand, the parties hereto further agree to equally indemnify Escrow Agent with respect from and against any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees which may be asserted against it or to the Escrow Accountwhich it may be exposed or may incur by reason of its performance hereunder, the Escrow Agent will have the absolute right, at the Escrow Agent's election, to do either except when such performance was grossly or both of the following: (i) resign so a successor can be appointed pursuant to Section 9 hereof or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under this Agreement, and Purchaser will pay the Escrow Agent all costs, expenses and reasonable attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5 (such costs, fees and expenses will be treated as extraordinary fees and expenses for the purposes of Section 8 hereof)willfully negligent.