Limitation of Liability Clause Example with 234 Variations from Business Contracts
This page contains Limitation of Liability clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's gross negligence, fraud or willful misconduct; (c...) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's best judgment, except for the Trustee's gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company's written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.View More
Variations of a "Limitation of Liability" Clause from Business Contracts
Limitation of Liability. (a) The Trustee shall have no responsibility or to take (and shall have no liability to: (a) Imply obligations, for taking) any of the following actions: (1) In its capacity as Trustee, perform duties, inquire or otherwise be subject to the provisions of any agreement or document (and no such obligations shall be implied), other than this Agreement and that which is expressly set forth herein; (b) (2) Take any action with respect to the Property, other than as directed in Section Sections 1 and ...2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own bad faith, gross negligence, fraud negligence or willful misconduct; (c) (3) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) (4) Change the investment of any Property, other than in compliance with Section 1(c); (5) Refund any depreciation in principal of any Property; (e) Property for so long as the Property was held in the Trust Account in accordance with the terms of this Agreement; (6) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) (7) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (8) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax obligations), it being expressly understood that as set forth in Section 2(a), if there is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; (9) Pay or report any taxes on behalf of the Trust Account other than pursuant to Section 2(a); and (10) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b), 2(d) or 2(e). (b) The Trustee shall not be liable for taking any actions in accordance with Section 4(a) above. Furthermore, the Trustee shall not be liable to the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, except for the Trustee's its gross negligence, fraud negligence or willful misconduct. misconduct and except in breach of the terms of this Agreement. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which (which counsel may be the Company's company counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify 5. No Right of Set-Off. The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the accuracy of Trustee may have against the information contained Property held in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by Trust Account. In the event the Trustee has a claim against the Company or any other action taken by under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company is as contemplated by and not against the Registration Statement; (i) File information returns with respect to Property held in the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company's written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. Account. View More
Limitation of Liability. (a) The Trustee shall have no responsibility or to take (and shall have no liability to: (a) Imply obligations, for taking) any of the following actions: (1) In its capacity as Trustee, perform duties, inquire or otherwise be subject to the provisions of any agreement or document (and no such obligations shall be implied), other than this Agreement and that which is expressly set forth herein; (b) (2) Take any action with respect to the Property, other than as directed in Section Sections 1 and ...2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own bad faith, gross negligence, fraud negligence or willful misconduct; (c) (3) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property Property, unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) (4) Change the investment of any Property, other than in compliance with Section 1(c); (5) Refund any depreciation in principal of any Property; (e) Property for so long as the Property was held in the Trust Account in accordance with the terms of this Agreement; (6) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) (7) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement; (8) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax obligations), it being expressly understood that as set forth in Section 2(a), if there is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; (9) Pay or report any taxes on behalf of the Trust Account other than pursuant to Section 2(a); and (10) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(d). (b) The Trustee shall not be liable for taking any actions in accordance with Section 4(a) above. Furthermore, the Trustee shall not be liable to the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, except for the Trustee's its gross negligence, fraud negligence or willful misconduct. misconduct and except in breach of the terms of this Agreement. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which (which counsel may be the Company's company counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify 5. No Right of Set-Off. The Trustee waives any right of set-off or any right, title, interest or claim of any kind that the accuracy of Trustee may have against the information contained Property held in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by Trust Account. In the event the Trustee has a claim against the Company or any other action taken by under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim solely against the Company is as contemplated by and not against the Registration Statement; (i) File information returns with respect to Property held in the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company's written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. Account. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and 3 (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud fr...aud, or willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 3 (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 3 (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; 3 (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) 4 (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and 5 (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section pursuant to Sections 1 hereof, and 2 hereof and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross n...egligence, fraud willful misconduct or willful misconduct; (c) bad faith; (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, except for the Trustee's its gross negligence, fraud willful misconduct or willful misconduct. bad faith. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account and payee statements with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; and (k) Verify calculations, qualify or otherwise approve the Company's written Company requests for distributions pursuant to Sections Section 1(i), 1(j) 2(a) or 1(k) hereof. 2(b) above. 4 5. Trust Account Waiver. The Trustee has no right of set-off or any other right, title, interest or claim of any kind ("Claim") to, or to any monies in or to any distribution of, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in or to any distribution of, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. View More
Limitation of Liability. The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's its own gross negligence, fraud or... willful misconduct; (c) (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in in, or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (c) Change the investment of any Property, other than in compliance with Section 1(c); (d) Refund any depreciation in principal of any Property; 3 (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's exercise of its own best judgment, judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for the Trustee's its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), statement, instrument, report report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee believes, Trustee, in good faith and with reasonable care, faith, to be genuine and to be signed or presented by the proper person or persons. persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy correctness of the information contained set forth in the Registration Statement; (h) Provide any assurance Statement or to confirm or assure that any Business Combination entered into consummated by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) (h) File local, state, and/or federal tax returns or information returns with respect to any taxing authority on behalf of the Trust Account with any local, state or federal taxing authority or provide periodic written deliver payee statements to the Company documenting the taxes taxes, if any, payable by the Company, if any, Company or the Trust Account, relating to any interest the income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes with respect to any income generated by, and activities relating to, that such taxes, if any, shall be paid by the Trust Account, regardless of whether such tax is payable by Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); (j) Imply obligations, perform duties, inquire, or otherwise be subject to the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; provisions of any agreement or document other than this agreement and that which is expressly set forth herein; or (k) Verify calculations, qualify qualify, or otherwise approve the Company's written Company requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 1(j), and 2(a) above. View More
