Limited Responsibilities. The Bank’s responsibilities under this Agreement are limited to the safe holding of Company Deposits, collecting dividends and interest thereon, and disbursing Withdrawable Funds as set forth in this Agreement. The Bank shall have no obligation or authority to take any discretionary action with regard to the Company Deposits of the Account or to take any action not expressly provided for hereunder. The Bank will attempt to identify and collect on Company Securities that have been called for payment if the Bank has received written notification from the issuer of such call, but the Bank shall have no responsibility for failure to present such Company Securities that have been called for payment in the absence of such written notification from the issuer. The Bank is authorized to surrender maturing obligations or interest coupons for payment when they mature or are called for payment, without further instructions from the Company. If the Bank is notified of a partial call, absent timely Written Instructions from the Company, the Bank shall have the sole discretion to determine which of the Company Securities will be redeemed. The Bank shall not provide any supervision, recommendations, or advice to the Company relative to the investment, purchase, sale, or retention or other disposition of any Company Deposit. The Bank shall not be responsible or liable for any failure or delay in performance of its obligation under this Agreement arising solely out of or caused by, directly or indirectly, Written Instructions or written directives from OHA, actions or omissions of the Company or OHA, or circumstances beyond the Bank’s control including, without limitation, loss or malfunctions of utility, transportation, computer (hardware or software), or communication service. In performing its duties hereunder, the Bank shall give the Company Deposits the same degree of care the Bank gives to its own property of similar character, provided that the Bank shall have no liability to the Company under this Agreement except for an act or omission by the Bank that constitutes negligence or misconduct, and in no event shall the Bank have any liability for incidental, special, or consequential damages, even if the Bank has been advised of the possibility of such damages. Without limiting the generality of the foregoing, although the Bank will collect income and principal with respect to Company Deposits in accordance with the Bank’s customary business practices, the Bank assume...
Limited Responsibilities. All parties should cooperate closely to avoid any problems or disputes that may arise during the cooperation process. If cooperation is not possible due to certain technical or policy reasons, negotiations will be conducted in a friendly manner.
Limited Responsibilities. Escrow Agent's sole responsibility upon receipt of the notice specified in Section 2.1 requiring payment pursuant to the terms of this Escrow Agreement is to pay the Escrow Fund to such party as is specified in accordance with Section 2.1, and Escrow Agent shall have no duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or enforceability of any specification, certification made in or information contained in such notices.
Limited Responsibilities. This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any party hereto or any entity acting on its behalf. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.
Limited Responsibilities. Participant agrees the Program and its contractors may rely absolutely on the statements of Participant, Alternate Contact Person, or any person who answers Participant’s or an Alternate Contact Person’s telephone. Participant understands and acknowledges that: (a) the Program is not responsible for the promptness, sufficiency, or adequacy of the action of any Alternate Contact Person; (b) the Program in no way represents or guarantees that Alternate Contact Person can be contacted, can or will respond to contact, or that any response will be safe or effective; (c) the Alternate Contact Person has been designated by Participant and is not an agent or other representative of the Program; and (d) the Program will not send any of its personnel to Participant’s residence or other premises even if Participant claims he or she needs immediate assistance. If someone answers Participant’s daily call, the Program has no responsibility to take further action. The Program’s only responsibility is to make the calls described above in Section 1.
Limited Responsibilities. The Escrow Agent's sole responsibility upon receipt of any notice requiring any delivery of the Common Stock pursuant to the terms of this Agreement is to deliver the Common Stock as provided in this Agreement, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.
Limited Responsibilities. The responsibilities of the Trustee elsewhere set forth herein shall be further limited as follows:
a. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with a direction of the owners of Debentures pursuant to any provision of this Indenture relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
b. No provision of this Indenture shall require the Trustee (i) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, nor (ii) to take any action, whether or not directed to take such action by the owners of Debentures, pursuant to this Indenture, which in the judgment of the Trustee would conflict with any rule of law, or with the terms of this Indenture, or would be unjustly prejudicial to the owners of Debentures not taking part in such direction. When acting pursuant to the direction of any owners of Debentures pursuant to this Indenture, the Trustee may take other action deemed proper by the Trustee which is not inconsistent with such direction; provided, however, that the terms of this subsection b shall not impose any additional duties or responsibilities upon the Trustee and shall not be construed to limit the effect of subsection a. of this Section 5.3.
Limited Responsibilities. The Escrow Agent's sole responsibility upon receipt of any written instructions or notice directing delivery to the Purchaser or the Sellers pursuant to the terms of this Escrow Agreement is to comply with the provisions of this Escrow Agreement. The Escrow Agent shall have the right, but not the obligation, to require and receive written instructions from either the Purchaser or the Sellers, or both, as it deems necessary or appropriate before taking any action hereunder. The Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.
Limited Responsibilities. Escrow Agent shall be under no responsibility in respect of the Post-Closing Deposit and the Xxxxxx & Noble Deposit other than faithfully to follow the instructions contained herein. Escrow Agent may consult with counsel of its own choosing and shall be fully protected in any action taken in good faith, in accordance with such consultation. Escrow Agent shall not be required to defend any legal proceedings that may be instituted unless requested so to do by Seller and Purchaser, and shall be indemnified by Seller and Purchaser, jointly and severally, to its satisfaction against the cost and expense of such defense. Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with Escrow Agent and it shall be fully protected in acting in accordance with written instructions to it hereunder and believed by Escrow Agent to have been signed by the proper parties. Escrow Agent is not required to be familiar with the provisions of any other instrument or agreement and shall not be charged with any responsibility or liability in connection with the observance or nonobservance by any person having duties or obligations under any such instrument or agreement.
Limited Responsibilities. This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any
