Common use of LIMITATIONS AS TO TRUSTEE Clause in Contracts

LIMITATIONS AS TO TRUSTEE. 3.1 This Escrow Agreement sets forth all the duties of the Trustee with respect to any and all matters relevant to the Deeds of Transfer. The Trustee shall have no duty to make independent inquiries of the truth of the contents of any notice issued by the parties. The Trustee shall be entitled to rely, without further investigation, on any such notice and the identity and authority of the person signing such notice. 3.2 Both the Company and Xxxxxx hereby waive any and all claims and/or causes of action against the Trustee arising out of or related to this Escrow Agreement, including but not limited to the Trustee's right to rely on the Company's notice that an Adjustment Event has occurred, except such as are arising out of the Trustee's gross negligence or willful misconduct. In addition, the Company and Xxxxxx agree to indemnify and hold the Trustee harmless from and against any and all liabilities and costs of any kind caused by the Company and/or Xxxxxx and arising out of or in connection with this Escrow Agreement except for the Trustee's gross negligence or willful misconduct. The provisions of this Article 3.2 shall survive termination of this Agreement.

LIMITATIONS AS TO TRUSTEE. 3.1 This Escrow Agreement sets forth all the duties of the Trustee with respect to any and all matters relevant to the Deeds of Transfer. The Trustee shall have no duty to make independent inquiries of the truth of the contents of any notice issued by the parties. The Trustee shall be entitled to rely, without further investigation, on any such notice and the identity and authority of the person signing such notice. 3.2 Both the Company and Xxxxxx Noiman hereby waive any and all claims and/or causes of action against the Trustee arising out of or related to this Escrow Agreement, including but not limited to the Trustee's right to rely on the Company's notice that an Adjustment Event has occurred, except such as are arising out of the Trustee's gross negligence or willful misconduct. In addition, the Company and Xxxxxx Noiman agree to indemnify and hold the Trustee harmless from and against any and all liabilities and costs of any kind caused by the Company and/or Xxxxxx Noiman and arising out of or in connection with this Escrow Agreement except for the Trustee's gross negligence or willful misconduct. The provisions of this Article 3.2 shall survive termination of this Agreement.