Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent’s duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between any of the Escrow Parties and/or any other third party or as to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced in this Agreement.
Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. The Escrow Agent may perform its duties through its agents and affiliates. The Escrow Agent’s duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between Parent, the Stockholder Representative, and/or any other third party which may be referred to herein or as to which the escrow relationship created by this Agreement relates.
Duties Limited. The Escrow Agent: (i) is not responsible for the performance by the Buyer, the Members or Bxxxxx of this Escrow Agreement or any of the other Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for holding the Escrow Property in escrow pending release thereof in accordance with Section 3; and (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole and absolute discretion. The duties and obligations of the Escrow Agent shall be limited to and determined solely by the express provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent’s duties hereunder are purely ministerial and the Escrow Agent is not acting as a fiduciary to the Buyer or the Members or Bxxxxx. The Escrow Agent is not bound by and is under no duty to inquire into the terms or validity of any other agreements or documents, including any agreements which may be related to, referred to in or deposited with the Escrow Agent in connection with this Escrow Agreement, notwithstanding that the Escrow Agent has acted as counsel to the Buyer in connection with the subject matter thereof.
Duties Limited. No Participant shall have any obligation or duty to Lessee, to any other Participant or to others with respect to the transactions contemplated hereby except those obligations or duties of such Participant expressly set forth in this Agreement and the other Operative Agreements, and no Participant shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limitation of the generality of the foregoing, under no circumstances whatsoever shall any Participant be liable to Lessee, nor shall any Participant be liable to any other Participant, for any action or inaction on the part of the Indenture Trustee or the Owner Trustee in connection with the transactions contemplated herein, whether or not such action or inaction is caused by the willful misconduct or gross negligence of the Indenture Trustee or the Owner Trustee.
Duties Limited. The Depository and Clearing Agent undertakes for the benefit of APX and the Participant to perform only the duties expressly set forth in this Agreement and such other responsibilities incidental to the performance of its service as contemplated herein. The Participant acknowledges and agrees that APX and the Depository and Clearing Agent are party to certain other agreements relating to the APX Markets, that the Participant has no rights or obligations under any such other agreement, and that it is not an intended third party beneficiary of any such agreement.
Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which duties, as hereinabove set forth in Sections 1, 2 and 3 hereof, shall terminate upon the release of the Escrowed Items as contemplated above. The parties hereto acknowledge that the duties to be performed by the Escrow Agent hereunder are of a ministerial nature only, and that the Escrow Agent shall not be liable for any error, omission or action taken by it unless such error, omission or action was the result of the Escrow Agent's gross negligence or willful default.
Duties Limited. The Escrow Holder undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Holder’s duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied duties. The Escrow Holder shall not be bound by, deemed to have knowledge of, or have any obligation to make inquiry into or consider, any term or provision of any agreement between any of the Company and Xx Xxxxxx and/or any other third party or as to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced in this Agreement. This Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give, either expressed or implied, any legal or equitable right, remedy or claim to any other entity or person.
Duties Limited. The rights granted to the Collateral Agent and the holders of Senior Indebtedness under this Article Ten are solely for their protection and nothing herein contained imposes upon them any duties with respect to any property of the Company, its Subsidiaries or of any Holder heretofore or hereafter received by the Collateral Agent or the holders of Senior Indebtedness.
Duties Limited. The duties of the Escrow Agent hereunder shall be entirely administrative and not discretionary, and the Escrow Agent does not and shall not have any interest in the Escrow Assets. The Escrow Agent’s duties shall be limited to those expressly set forth herein.
Duties Limited. The obligations, duties and responsibilities of the Australian Trustee (in its capacity as trustee of the Penford Debenture Trust) are limited to those expressly set out in the Debenture Trust Deed and this Agreement. The obligations, duties and responsibilities of the Australian Trustee (in its capacity as trustee of the Penford Security Trust) are limited to those expressly set out in the Security Trust Deed and this Agreement.
