Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.
Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties expressly and specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to either Party or any other person under this Escrow Agreement or otherwise. The Escrow Agent will not be responsible or liable for the failure of either Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Escrow Agent has no duties or obligations with respect thereto. The Escrow Agent acts hereunder as escrow agent only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof. The Escrow Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the Escrow Property, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement, any other agreement or otherwise.
Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages.
(B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement.
(C) The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or cash are held.
(D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties an...
Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire.
(B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage.
(C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations.
(D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization.
(E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities.
(F) The Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or thr...
Scope of Responsibility. None of the General Partner, any director, officer, shareholder, agent or employee of the General Partner or any Affiliate of the General Partner shall be liable, responsible or accountable for damages or otherwise to the Partnership or any Limited Partner for any action taken or omitted on behalf of the Partnership within the scope of the authority conferred upon such Person by this Agreement or by law, unless such action was taken or omitted fraudulently or in bad faith or constituted willful misconduct or gross negligence.
Scope of Responsibility. Except where noted above, the duties of the Directors and Coordinators of Interdisciplinary Academic Programs will be based on Article B3.4 as appropriate in each individual case.
Scope of Responsibility. Newbridge shall not be liable to the Company, or to any other person claiming through the Company, for any claim, loss, damage, liability, or expense suffered by the Company or any such other person arising out of or related to Newbridge’s engagement except for any claim, loss, damage, liability or expense that arises out of, or is based upon, any action or failure to act by Newbridge that constitutes bad faith, willful misconduct or gross negligence.
Scope of Responsibility. 13.1. Bank One shall use reasonable care in the performance of its duties under this Agreement.
13.2. Upon receipt of each transaction advice, statement of account or report supplied to it by Bank One, the Client or its Authorised Person shall examine the same and promptly notify Bank One of any error therein, within thirty (30) days of receipt of such advice, statement or report.
13.3. Bank One’s sole responsibility with regard to the sale proceeds of the Securities is to receive payment whether by way of cheque, custodian draft or any other form, of such proceeds from the purchaser (or its agent), broker or any other party provided that Bank One shall not be liable to the Client in any way if such payment to Bank One is not honoured by the banker upon whom that payment is drawn or otherwise is not good, timely or valid. Bank One may make delivery of the Securities either contemporaneously with or before the receipt of such payment or purported payment in accordance with local settlement procedures.
13.4. All collections of the Securities and/or cash and of any funds or other property paid or distributed in respect of the Securities and/ or cash are made at the risk of the Client and Bank One is entitled to make payment prior to delivery of Securities in accordance with local settlement procedures and shall not be responsible for the seller’s (or its agent’s), broker’s or any other party’s failure to make good, valid or timely delivery of any Securities and/or Cash nor for the genuineness, validity or title of any documents received in relation to the Securities and/or cash.
13.5. Bank One or its agents, as the case may be, may (but without being under any obligation) institute or defend legal proceedings, or take or defend any other action arising out of or in connection with the Securities and/or cash provided that the Client indemnifies Bank One against any reasonable costs, charges and expenses arising from such proceedings or other action.
13.6. The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement which must be made to any relevant authority whether governmental or otherwise, the payment of all unpaid calls, taxes, imposts, levies or duties due on any principal or interest, and/or any other liability or payment arising out of in connection with the Securities and/or cash. Bank One may in its sole discretion assist the Client in any tax matters; including any application for...
Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any party hereto or any other person under this Agreement. The Escrow Agent will not be responsible or liable for the failure of any party hereto to perform in accordance with this Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent, and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such other agreement, instrument, or document. References in this Agreement to any other agreement, instrument, or document are for the convenience of the other parties hereto, and the Escrow Agent has no duties or obligations with respect thereto. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Agreement or any other agreement.
Scope of Responsibility. The Executive Board will have full, exclusive and complete control and responsibility for the Company’s business activities. Except as otherwise set forth herein, the Executive Board may establish committees as it sees fit and delegate to such committees or to any officers such power and authority as the Executive Board determines is appropriate. Any committee or officer acting within the scope of its delegated authority will have the power and authority of the Executive Board; provided, however, that no committee may decide a matter or take an action that requires (unless such delegated authority provides otherwise) Special Approval.
