Duties and Obligations of Escrow Agent. The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which Borrower and Xxxxxx hereby agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities:
Duties and Obligations of Escrow Agent. (a) The Escrow Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustments of the Exchange Rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment; and the Escrow Agent may conclusively rely as to all such matters upon the notice furnished by the Company pursuant to this Agreement, including without limitation, those pursuant to Section 3 hereof. The Escrow Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Vencor Common Shares, or of any other securities or other property, which may at any time be delivered upon the exchange of any Note; and the Escrow Agent makes no representation with respect thereto. The Escrow Agent shall not be responsible for any failure of the Company or any Permitted Transferee to comply with any of its covenants contained in this Agreement or in the Indenture.
Duties and Obligations of Escrow Agent. The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Agreement. The Escrow Agent shall not be required to inquire as to the performance or observation of any obligation, term or condition under any agreement or arrangement between the Company and the Trustee. The Escrow Agent is not a party to, and is not bound by, any agreement or other document out of which this Agreement may arise. The Escrow Agent shall be under no liability to any party hereto by reason of any failure on the part of any party hereto (other than the Escrow Agent) or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. The Escrow Agent shall not be bound by any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. This Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.
Duties and Obligations of Escrow Agent. 5.1. The parties hereto agree that the duties and obligations of Escrow Agent are only such as are herein specifically provided and no other. Escrow Agent’s duties are as a depositary only, and Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence.
Duties and Obligations of Escrow Agent. By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon Sellers and Purchaser hereunder.
Duties and Obligations of Escrow Agent. (a) Upon receipt by Escrow Agent of the Deposit (which term, as used herein, shall refer either to the entire Deposit or, following the Initial Closing, the remaining portion of the Deposit then held by the Escrow Agent), Escrow Agent shall cause the same to be deposited into an interest bearing account selected by Escrow Agent, it being agreed that Escrow Agent shall not be liable for (y) any loss of such investment (unless due to Escrow Agent's gross negligence or willful misconduct) or (z) any failure to attain a favorable rate of return on such investment. Escrow Agent shall deliver the Deposit (or applicable portion thereof) to Seller or to Purchaser, as the case may be, under the following conditions:
Duties and Obligations of Escrow Agent. The duties and obligations of the Escrow Agent shall be limited to, and determined solely by, the provisions of this Escrow Agreement, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in respect of any other agreement or document. In furtherance and not in limitation of the foregoing:
Duties and Obligations of Escrow Agent. (a) The Escrow Agent may exclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties hereunder. The Escrow Agent shall be under no duty or obligation to ascertain the accuracy or correctness of any matter set forth in any notice or affidavit received by it pursuant to the terms of this Agreement and shall be entitled to fully rely on any such notice or affidavit alone, without further documentation or inquiry and to release or deliver the Collateral or any document held by it in accordance with such notice or affidavit in the time periods provided in this Agreement. The release and delivery of the Collateral or any other documents evidencing the Collateral in accordance with the terms of this Agreement shall constitute full and complete discharge of all obligations of Escrow Agent hereunder.
Duties and Obligations of Escrow Agent. Subject to the provisions of Sections 3 and 5 hereof, moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the Escrow Requirements when due in accordance with the terms hereof. The rights, duties and obligations of the Escrow Agent shall, except as otherwise expressly provided herein, be governed by the applicable provisions of the Indenture which by this reference are hereby incorporated into this Escrow Agreement as if set forth in full herein.
Duties and Obligations of Escrow Agent
