Appointment of the depositary agent; powers and immunities
Appointment of the Depositary Agent; Powers and Immunities Sample Clauses
Appointment of the Depositary Agent; Powers and Immunities. The Transaction Parties hereby irrevocably appoint and authorize the Depositary Agent to act as their agent hereunder, with such powers as are expressly delegated to the Depositary Agent by the terms of this Depositary Agreement, together with such other powers as are reasonably incidental thereto. The Depositary Agent shall not have any duties or responsibilities to any Person except those expressly set forth in this Depositary Agreement (and no implied covenants, functions or responsibilities shall be read into this Depositary Agreement or otherwise exist with respect to the Depositary Agent). Notwithstanding anything to the contrary contained herein, the Depositary Agent shall not be required to take any action which is contrary to this Depositary Agreement or Applicable Law. Neither the Depositary Agent nor any of its affiliates shall be responsible to any other Transaction Party for (i) any recitals, statements, representations or warranties made by AEE contained in this Depositary Agreement or any other Operative Document or in any certificate or other document referred to or provided for in, or received by any other Transaction Party under, this Depositary Agreement or any other Operative Document, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Depositary Agreement or any other Operative Document or any other document referred to or provided for herein or therein or (iii) for any failure by AEE or AEE2 to perform its obligations hereunder or thereunder. The Depositary Agent shall not be required to ascertain or inquire as to the performance by AEE of any of its obligations under the other Operative Documents, this Depositary Agreement nor any other document or agreement contemplated hereby or thereby. The Depositary Agent shall not be (a) required to initiate or conduct any litigation or collection proceeding hereunder or (b) responsible for any action taken or omitted to be taken by it 24 hereunder (except for its own gross negligence or willful misconduct). Whenever in the administration of this Depositary Agreement, the Depositary Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Depositary Agent taking, suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by an Officer's Certificate of each Owne...