Common use of Duty and Liability of the Escrow Agent Clause in Contracts

Duty and Liability of the Escrow Agent. (a) The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall at all times comply with applicable securities or other laws in performing its duties pursuant to this Agreement provided the Escrow Agent shall be deemed in compliance with the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission complies with applicable securities or other laws. The Escrow Agent shall be under no duty to determine whether the Company is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the Subscriber Funds to the Escrow Agent. No other agreement shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation any Offering documents (including the subscription agreement and exhibits thereto), and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement.

Duty and Liability of the Escrow Agent. (a) The Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall at all times comply with applicable securities have no duties or responsibilities other laws than those expressly set forth in performing its this Agreement, and no implied duties pursuant to or obligations shall be read into this Agreement provided against the Escrow Agent. The sole duty of the Escrow Agent shall be deemed to receive Investor Funds and hold them subject to release, in compliance with accordance herewith, and the foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission complies with applicable securities or other laws. The Escrow Agent shall be under no duty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the Subscriber Investor Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation limitation, the Registration Statement or any other document relating to the Offering documents (including the subscription agreement and exhibits thereto), and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement.