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. 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 ne...gligence 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; 4 (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 negligence 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. 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) or monitor whether sufficient funds remain in the Company, including, but not limited to, tax trust account for the payment of taxes prior to the disbursement of funds to reimburse working capital expenses; (j) Imply obligations, except pursuant perform duties, inquire, or otherwise be subject to Section 1(j) hereof; the 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) 1(j), 2(a) or 1(k) hereof. 2(b) 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 paragraphs 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 negligence,... fraud negligence or willful misconduct; (c) (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; 4 (c) Change the investment of any Property, other than in compliance with paragraph 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 negligence 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), 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) and (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 Property. (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. 5 (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. 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 paragraphs 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 fraud, gross negl...igence, fraud negligence or willful misconduct; (c) (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 paragraph 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 fraud, gross negligence, fraud negligence 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), 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); 6 (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 1(i), 1(j) Section 1(k), 2(a) or 1(k) hereof. 2(b) 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 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee's fraud, gross negligence, fraud negligence or will...ful 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; 5 (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 fraud, gross negligence, fraud negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, 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 be deemed to be acting with reasonable care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions for wires applicable to the Company. 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; Statement or any other filings made by the Company with the SEC; (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, income 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. The Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential, or punitive damages, even if the Trustee is aware of the potential for such damages. 6 4. Trust Account Waiver. Neither Vstock nor the Trustee has no right of set-off or any right, title, interest or claim of any kind ("Claim") to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it or they 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 2(b) or Section 2(c) hereof, the Trustee or Vstock shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust 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 paragraphs 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 bad faith, gross ...negligence, fraud negligence or willful misconduct; (c) (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 paragraph 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, except for the Trustee's its gross negligence, fraud negligence 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), 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) 1(k) or 1(k) hereof. 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 paragraphs 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 negligence,... fraud negligence or willful misconduct; (c) (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 paragraph 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 negligence 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), 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; 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 acquisition made by the Company or any other action taken by the Company it is as contemplated by the Registration Statement; (i) and (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 Property. (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. (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. 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 ne...gligence 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; 4 (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 negligence 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. 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) or monitor whether sufficient funds remain in the Company, including, but not limited to, tax trust account for the payment of taxes prior to the disbursement of funds to reimburse working capital expenses; (j) Imply obligations, except pursuant perform duties, inquire, or otherwise be subject to Section 1(j) hereof; the 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) 1(j), or 1(k) hereof. 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 ne...gligence 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, except for the Trustee's its gross negligence, fraud negligence 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. 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) 5 (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) or monitor whether sufficient funds remain in the Company, including, but not limited to, tax trust account for the payment of taxes prior to the disbursement of funds to reimburse working capital expenses; (j) Imply obligations, except pursuant perform duties, inquire, or otherwise be subject to Section 1(j) hereof; the 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) 1(j), or 1(k) hereof. 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 paragraphs 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 negligence,... fraud negligence or willful misconduct; (c) (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; 4 (c) Change the investment of any Property, other than in compliance with paragraph 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 negligence 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), 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) hereol); (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 1(i), 1(j) Section 1 (i), 2(a) or 1(k) hereof. 2(b) 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 paragraphs 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 negligence,... fraud negligence or willful misconduct; (c) (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 paragraph 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; 4 (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 negligence 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), 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) and (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 Property. (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. (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. View More
