Responsibilities of Escrow Agent. The Escrow Agent and its employees, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Funds, the acceptance of the moneys, the sufficiency of the moneys held in the Escrow Funds to pay the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non-negligent act, non-negligent omission or non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the City, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the moneys held in the Escrow Fund to accomplish the refunding of the Refunded Bonds, or to the validity of this Escrow Agreement as to the City and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the City, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the City. Notwithstanding anything in this Escrow Agreement to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise...
Responsibilities of Escrow Agent. The Escrow Agent's acceptance of its duties under this Agreement is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to its rights, duties, liabilities and immunities:
Responsibilities of Escrow Agent. Escrow Agent shall perform all of the duties expressly required of it under the terms of this Escrow Agreement and shall not have any other duties or responsibilities that are not expressly set forth herein.
Responsibilities of Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent:
Responsibilities of Escrow Agent. (a) Escrow Agent shall exercise the same degree of care toward the Escrow Property as it exercises toward its own similar property and shall not be held to any higher standard of care under this Agreement, nor deemed to owe any fiduciary duty to the Depositors.
Responsibilities of Escrow Agent. The Seller and Purchaser agree that Escrow Agent shall have no responsibility except for the safekeeping and handling of the Deferred Shares deposited with Escrow Agent pursuant to this Escrow Agreement. Additionally, Escrow Agent shall not be liable for any depreciation in or change of the value of the Deferred Shares deposited with Escrow Agent hereunder. Nor shall Escrow Agent be liable for any act or thing done or caused to be done by it under or pertaining to this Escrow Agreement or the Deferred Shares deposited with it pursuant to this Escrow Agreement, except for the negligence or willful misconduct of Escrow Agent; and in the event of any conflicting demands made upon Escrow Agent, he may withhold performance under instructions contained in this Escrow Agreement until such conflicting demands are withdrawn or until the rights of the respective parties shall have been settled by a court of competent jurisdiction.
Responsibilities of Escrow Agent. (a) Escrow Agent shall hold and safeguard the Escrow Funds during the pendency of the Escrow, shall treat such fund as a trust fund in accordance with the terms of this Agreement (not as property of Parent, Seller or Buyer) and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof.
Responsibilities of Escrow Agent. (a) With respect to this Agreement, the parties acknowledge and agree that Escrow Agent is acting solely as an independent Escrow Agent pursuant to this Agreement. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no other or further duties or responsibilities shall be implied.
Responsibilities of Escrow Agent. The parties hereto acknowledge that the duties to be performed by Xxxxxx & Xxxxx LLP as escrow agent are of a ministerial nature only, and that Xxxxxx & Eilen LLP shall not be liable for any error, omission or action taken by it unless such error, omission or action was the result of its gross negligence. Xxxxxx & Xxxxx LLP may rely upon, and shall be protected in acting or refraining from acting upon, any written notice, instruction or request furnished to it and believed by it to be genuine and to have been signed or presented by the parties hereto.
Responsibilities of Escrow Agent. (a) Escrow Agent will not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct or material breach of this Agreement and, except with respect to claims based upon such gross negligence or willful misconduct or material breach of this Agreement that are successfully asserted against Escrow Agent, the Emdeon Entities and the Members’ Representative, on behalf of the Escrow Beneficiary Members, shall jointly and severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement. In the event that the Emdeon Entities or the Members’ Representative, on behalf of the Escrow Beneficiary Members, make any payment or incur any liability in connection with the indemnities granted to the Escrow Agent under this Section 5(a), such indemnifying party shall be entitled to contribution from the other indemnifying party or parties so that, in all cases, the Emdeon Entities and the Members’ Representative, on behalf of the Escrow Beneficiary Members (collectively) each bear 50% of the cost of such indemnification (except to the extent that such damages arise out of the gross negligence, willful misconduct or breach of this Agreement by the Emdeon Entities or the Members’ Representative, as applicable, in which case either such party(ies) will be responsible for 100% of the cost of indemnification).
