Common use of Limitation of Escrow Agent’s Liability Clause in Contracts

Limitation of Escrow Agent’s Liability. The Escrow -------------------------------------- Agent's responsibility and liability under this Agreement shall be limited as follows: (a) the Escrow Agent does not represent, warrant or guarantee to the Tribe the performance of the Authority, any contractor, subcontractor or provider of materials or services in connection with construction of the Expansion; (b) the Escrow Agent shall have no responsibility to the Authority, the Tribe, the Administrative Agent, the Trustees or any other party as a consequence of performance by the Escrow Agent of its duties hereunder except for any gross negligence or willful misconduct of the Escrow Agent or failure to account for funds held on deposit; (c) the Authority shall remain solely responsible for all aspects of its business and conduct in connection with the Expansion, including, but not limited to, the quality and suitability of the Plans, the supervision of the construction work, the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements; (d) the Escrow Agent is not obligated to supervise, inspect or inform, the Authority, the Tribe, the Administrative Agent, the Trustees or any other party or any third party of any aspect of the construction of the Expansion or any other party to protect against, or to inform the Authority of, any negligent, faulty, inadequate or defective design or construction of the Expansion. The Escrow Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof and shall not be in any manner liable or responsible for any loss or damage arising by reason of any act or omission to act by it hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretion, or any other reason, except for its gross negligence (including but not limited to its failure to account for funds on deposit) or willful misconduct.

Limitation of Escrow Agent’s Liability. The Escrow -------------------------------------- Agent's responsibility and liability under this Agreement shall be limited as follows: (a) the The Escrow Agent does (i) will not representbe responsible for, warrant or guarantee be charged with knowledge of, the Purchase Agreement or any other agreement referred to the Tribe the herein but will be obligated only for performance of such duties as are specifically set forth in this Agreement; (ii) will not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it will have been furnished with acceptable indemnification; (iii) may rely on and will be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Authorityproper person, and will have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel, will be full and complete authorization and protection in respect of any contractoraction taken, subcontractor suffered or provider omitted by it hereunder in good faith and in accordance with the opinion of materials or services in connection with construction of the Expansion;such counsel. (b) Neither the Escrow Agent shall have nor any of its directors, officers or employees will be liable to anyone for any action or omitted to be taken by it or any of its directors, officers or employees hereunder except in the case of gross negligence or willful misconduct. Each party hereto (other than the Escrow Agent), jointly and severally (each an "INDEMNIFYING PARTY" and together the "INDEMNIFYING PARTIES"), covenants and agrees to indemnify the Escrow Agent and 11- hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense will be caused by the Escrow Agent's willful misconduct or gross negligence. In no responsibility event will the Escrow Agent be liable for indirect, punitive, special or consequential damages. (c) The Indemnifying Parties, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the Authoritypayment of any funds under this Agreement, and to indemnify and hold the TribeEscrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Administrative Escrow Agent on any such payment or other activities under this Agreement. The Indemnifying Parties undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. The Indemnifying Parties, jointly and severally, agree to indemnify and hold the Trustees Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to withheld or deduct same, and any other party as a consequence liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may be or become subject in connection with or which arises out of performance this Agreement, including costs and expenses (including reasonable legal fees), interest and penalties. Notwithstanding the foregoing, no distributions will be made to an individual unless the Escrow Agent is supplied with an original, signed W-9 form or its equivalent prior to distribution. (d) The Escrow Agent hereby warrants that the Escrow Agent will notify Purchaser and Company by letter, or by telephone or telecopy confirmed by letter, of any receipt by the Escrow Agent of its duties hereunder except for a written assertion of a claim against the Escrow Agent, or any gross negligence action commenced against the Escrow Agent, within ten (10) business days after the Escrow Agent's receipt of written notice of such claim. However, the Escrow Agent's failure to so notify each Indemnifying Party will not operate in any manner whatsoever to relieve an Indemnifying Party from any liability that it may have otherwise than on account of this Section 5. (e) In the event conflicting demands are made or willful misconduct of conflicting notices are served upon the Escrow Agent or failure with respect to account for funds held on deposit; (c) the Authority shall remain solely responsible for all aspects of its business and conduct in connection with the ExpansionEscrow Account, including, but not limited to, the quality and suitability of the Plans, the supervision of the construction work, the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements; (d) the Escrow Agent will have the absolute right, at the Escrow Agent's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 9 hereof or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is not obligated to supervise, inspect or informbrought, the Authority, the Tribe, the Administrative Agent, the Trustees or any other party or any third party of any aspect of the construction of the Expansion or any other party to protect against, or to inform the Authority of, any negligent, faulty, inadequate or defective design or construction of the Expansion. The Escrow Agent shall have no duties will thereby be fully released and discharged from all further obligations imposed upon it under this Agreement, and Purchaser will pay the Escrow Agent all costs, expenses and reasonable attorney's fees expended or obligations hereunder except as expressly set forth herein, shall be responsible only for incurred by the performance of such duties and obligations, shall not be required Escrow Agent pursuant to take any action otherwise than in accordance with the terms hereof and shall not be in any manner liable or responsible for any loss or damage arising by reason of any act or omission to act by it hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretionEscrow Agent's rights under this Section 5 (such costs, or any other reason, except fees and expenses will be treated as extraordinary fees and expenses for its gross negligence (including but not limited to its failure to account for funds on deposit) or willful misconductthe purposes of Section 8 hereof).

Limitation of Escrow Agent’s Liability. The Escrow -------------------------------------- Agent's responsibility and liability under this Agreement shall be limited as follows: (a) the Except for Escrow Agent’s gross negligence or willful misconduct, Escrow Agent does shall not representbe responsible or liable in any manner whatsoever for the sufficiency, warrant correctness, genuineness or guarantee validity of any instrument deposited with it, or any notice or demand given to it or for the Tribe form of execution of any such instrument, notice or demand or for the performance identification, authority or rights of any person executing, depositing or giving the Authoritysame or for the terms and conditions of any instrument, any contractor, subcontractor or provider of materials or services in connection with construction of pursuant to which the Expansion;parties may act. (b) the Escrow Agent shall not have no responsibility to the Authorityany duties or responsibilities except those expressly set forth in this Agreement and shall not incur any liability: (i) in acting upon any signature, the Tribenotice, the Administrative Agentdemand, the Trustees request, waiver, consent, receipt or any other party as a consequence of performance paper or document reasonably believed by the Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of its duties hereunder any party in accordance with the provisions hereof has been duly authorized to do so; or (ii) in otherwise acting or failing to act under this Agreement, except for any in the case of Escrow Agent’s gross negligence or willful misconduct of the Escrow Agent or failure to account for funds held on deposit;misconduct. (c) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the Authority shall remain solely responsible for all aspects of its business same is in writing and conduct in connection with the Expansion, including, but not limited to, the quality and suitability signed by each of the Plans, the supervision of the construction work, the qualifications, financial condition other parties hereto and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements;a copy thereof has been received by Escrow Agent. (d) the Escrow Agent is not obligated to supervise, inspect or inform, the Authority, the Tribe, the Administrative Agent, the Trustees or any other party or any third party of any aspect of the construction of the Expansion or any other party to protect against, or to inform the Authority of, any negligent, faulty, inadequate or defective design or construction of the Expansion. The Escrow Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only has executed this Agreement for the performance sole purpose of agreeing to act as such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof of this Agreement. (e) Subject to Section 7 hereof, Parent, on the one hand, and shall not the Representatives, on the other hand, the parties hereto further agree to equally indemnify Escrow Agent from and against any and all losses, claims, damages or liabilities and expenses, including reasonable attorneys fees which may be in any manner liable asserted against it or responsible for any loss to which it may be exposed or damage arising may incur by reason of any act or omission to act by it hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretion, or any other reasonperformance hereunder, except for its gross negligence (including but not limited to its failure to account for funds on deposit) when such performance was grossly or willful misconductwillfully negligent.