Common use of Duties Limited Clause in Contracts

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.

Appears in 10 contracts

Samples: Escrow Agreement (Remark Media, Inc.), Securities Purchase Agreement (Builders FirstSource, Inc.), Asset Purchase Agreement (Cafepress Inc.)

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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 herein and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound bysubject to, deemed nor have any liability or responsibility under, nor to have knowledge be obligated to recognize, the Agreement or any other agreement between, or directions or instructions 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 parties hereto or any other third party person in carrying out its duties hereunder, except for written directions or as notices delivered to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced Escrow Agent in accordance with Section 4 of this Agreement.

Appears in 4 contracts

Samples: Guaranty Agreement (SunCoke Energy, Inc.), Guaranty Agreement (SunCoke Energy, Inc.), Guaranty Agreement (SunCoke Energy, Inc.)

Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent’s '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.

Appears in 4 contracts

Samples: Asset Purchase Agreement (ConforMIS Inc), Escrow Agreement (Fuqi International, Inc.), Employment Agreement (China Architectural Engineering, Inc.)

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 perform only the duties expressly set forth herein, and shall not be bound by, deemed to have knowledge ofany liability under, or have any obligation duty to make inquiry into or considerinquire into, any term or provision the terms and provisions of any agreement between any other agreement, including but not limited to the Purchase Agreement, except as expressly set forth herein, in performing its duties hereunder. Except as to the due execution and delivery of this Escrow Agreement by a duly authorized officer, the Escrow Parties and/or any other third party or Agent has no responsibility as to which the escrow relationship created by validity of this Escrow Agreement relates, including without limitation or any documents referenced in this Agreementdocument related thereto.

Appears in 4 contracts

Samples: Escrow Agreement (Critical Path Inc), Common Stock Purchase Agreement (Probusiness Services Inc), Escrow Agreement (General Atlantic Partners LLC)

Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreementherein. 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 Except as provided herein, the Escrow Agent shall will not be bound by, deemed to have knowledge ofsubject to, or have any obligation liability or responsibility under, nor be obliged to make inquiry into or considerrecognize, any term other agreements or provision directions or instructions of any agreement between any of the Escrow Parties and/or parties hereto or any other third party or as to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced person in this Agreementcarrying out its duties hereunder.

Appears in 2 contracts

Samples: Escrow Agreement (Discovery Communications, Inc.), Escrow Agreement (Discovery Communications, Inc.)

Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent’s 's duties shall be determined only with reference to this Agreement and applicable laws and it shall have no implied or other 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.

Appears in 2 contracts

Samples: Escrow Agreement (2304101 Ontario Inc.), Escrow Agreement (2304101 Ontario Inc.)

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 perform only the duties expressly set forth herein, and shall not be bound by, deemed to have knowledge ofany liability under, or have any obligation duty to make inquiry into or considerinquire into, any term or provision the terms and provisions of any agreement between any other agreement, including but not limited to the Stock Purchase Agreement, except as expressly set forth herein, in performing its duties hereunder. Except as to the due execution and delivery of this Agreement by its duly authorized officers, the Escrow Parties and/or any other third party or Agent has no responsibility as to which the escrow relationship created by validity of this Agreement relates, including without limitation or any documents referenced in this Agreementdocument related thereto.

Appears in 1 contract

Samples: Closing Escrow Agreement (Renaissance Cosmetics Inc /De/)

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 perform only the duties expressly set forth herein, and shall not be bound by, deemed to have knowledge ofany liability under, or have any obligation duty to make inquiry into or considerinquire into, any term or provision the terms and provisions of any agreement between any other agreement, including but not limited to the Stock Purchase Agreement, except as expressly set forth herein, in performing its duties hereunder. Except as to the due execution and delivery of this Agreement by its duly authorized officers, the Escrow Parties and/or any other third party or Agent has no responsibility as to which the escrow relationship created by validity of this Agreement relatesor any document related, including without limitation any documents referenced in this Agreementthereto.

Appears in 1 contract

Samples: Closing Escrow Agreement (Renaissance Cosmetics Inc /De/)

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 herein and applicable laws and it shall have no implied duties. The Escrow Agent shall not be bound bysubject to, deemed nor have any liability or responsibility under, nor be obligated to have knowledge recognize the Shareholders Agreement or any other agreement between, or directions or instructions 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 parties hereto or any other third party person in carrying out its duties hereunder, except for written directions or as notices delivered to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced Escrow Agent in accordance with Section 3 of this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Softnet Systems Inc)

Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. The Escrow Agent’s '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 Company, the Investors 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.

Appears in 1 contract

Samples: Deposit Escrow Agreement (Shuttle Pharmaceuticals, Inc.)

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Duties Limited. The Escrow Agent undertakes to shall perform only the duties expressly set forth herein and shall not be liable, except for the performance of such duties and obligations as are expressly specifically set forth in this Agreement. The Escrow Agent’s , and no further duties or responsibilities shall be determined only with reference to this Agreement and applicable laws and it shall have no implied dutiesimplied. The Escrow Agent shall not be bound by, deemed have no liability under and no duty to have knowledge of, or have any obligation inquire as to make inquiry into or consider, any term or provision the provisions 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 than this Agreement, including, without limitation, the Services Agreement. The Escrow Agent shall have no duty to solicit any payments that may be due it hereunder.

Appears in 1 contract

Samples: Collateral Management Agreement (COHEN & Co INC.)

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. The Escrow Agent may execute or perform any duty, responsibility or obligation hereunder either directly or through its agents or affiliates.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infospace Inc)

Duties Limited. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreementherein. 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 Except as provided herein, the Escrow Agent shall not be bound by, deemed to have knowledge ofsubject to, or have any obligation liability or responsibility under, nor be obligated to make inquiry into or considerrecognize, any term other agreements or provision directions or instructions of any agreement between any of the Escrow Parties and/or parties hereto or any other third party person in carrying out its duties hereunder. The Escrow Agent may, but shall be under no duty to, institute or as defend any legal proceeding which relates to which the escrow relationship created by this Agreement relates, including without limitation any documents referenced in this Escrow Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Hanover Direct Inc)

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 perform only the -------------- duties expressly set forth herein, and shall not be bound by, deemed to have knowledge ofany liability under, or have any obligation duty to make inquiry into or considerinquire into, any term or provision the terms and provisions of any agreement between any other agreement, including but not limited to the Purchase Agreement, except as expressly set forth herein, in performing its duties hereunder. Except as to the due execution and delivery of this Escrow Agreement by a duly authorized officer, the Escrow Parties and/or any other third party or Agent has no responsibility as to which the escrow relationship created by validity of this Escrow Agreement relates, including without limitation or any documents referenced in this Agreementdocument related thereto.

Appears in 1 contract

Samples: Escrow Agreement (Critical Path Inc)

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 perform only -------------- the duties expressly set forth herein, and shall not be bound by, deemed to have knowledge ofany liability under, or have any obligation duty to make inquiry into or considerinquire into, any term or provision the terms and provisions of any agreement between any other agreement, including but not limited to the Subscription Agreement, in performing its duties hereunder. Except as to the due execution and delivery of this Agreement by its duly authorized officer, the Escrow Parties and/or any other third party or Agent has no responsibility as to which the escrow relationship created by validity of this Agreement relates, including without limitation or any documents referenced in this Agreementdocument related hereto.

Appears in 1 contract

Samples: Management Services Agreement (International Wireless Communications Holdings Inc)

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