Common use of Limitation of Liabilities; Indemnification Clause in Contracts

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreement.

Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity the Exchangor and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entitythe Exchangor, and neither the QI nor any Legal Entity the Exchangor shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity the Exchangor agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its their respective actions or the their respective performance or lack of performance of its their respective duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconductmisconduct including, but not limited to, a delay in the electronic wire transfer of, or other delivery of, funds. Subject to Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity the Exchangor or the QI or any entity acting on behalf of any Legal Entity the Exchangor or the QI provided for herein, (b) for the acts or omissions in compliance and accordance with this Escrow Agreement of its their respective nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) for the investment or reinvestment of any Escrow Funds held by it hereunder hereunder, in each case in good faith faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays, (d) an amount in excess of the value of the Escrow Funds valued as of the date of deposit, (e) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, including without limitation, any fax document or instrument, (ef) the form of execution of any such document or instrument, (fg) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (gh) the terms and conditions of any document or instrument pursuant to which the parties may act, or (hi) the validity or effectiveness of any of the transactions, or the treatment for tax purposes purposes, of any of the transactions contemplated herein, (ij) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (jk) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, including, without limitation, any time periods or notice or performance requirements, or (kl) the treatment for tax purposes (including, without limitation, pursuant to Section 1031 of the Code and/or Revenue Procedure 2003-39) of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f)5.1(vi) hereto, the Escrow Agent shall be entitled to rely upon the authenticity of any signature signature, including, without limitation, any fax signature, purporting to be by the QI or any Legal Entity the Exchangor received by it relating to this Escrow Agreement.