TO ANY PERSONAL LIABILITY
HEREUNDER, AND NO RESORT SHALL BE HAD TO THEIR PRIVATE PROPERTY, OR THE PRIVATE
PROPERTY OF ADVISOR OR OF SELLER FOR THE SATISFACTION OF ANY CLAIMS HEREUNDER OR
IN CONNECTION WITH THE AFFAIRS OF ADVISOR OR OF SELLER.
16.16
CALCULATION OF TIME PERIODS.
UNLESS OTHERWISE SPECIFIED, IN
COMPUTING ANY PERIOD OF TIME DESCRIBED IN THIS AGREEMENT, THE DAY OF THE ACT OR
EVENT AFTER WHICH THE DESIGNATED PERIOD OF TIME BEGINS TO RUN IS NOT TO BE
INCLUDED AND THE LAST DAY OF THE PERIOD SO COMPUTED IS TO BE INCLUDED, UNLESS
SUCH LAST DAY IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY UNDER THE LAWS OF THE STATE
OF NEW YORK, IN WHICH EVENT THE PERIOD SHALL RUN UNTIL THE END OF THE NEXT DAY
WHICH IS NEITHER A SATURDAY NOR A SUNDAY NOR A LEGAL HOLIDAY.
28
ARTICLE XVII
ESCROW AGENT DUTIES AND DISPUTES
17.1
OTHER DUTIES OF ESCROW AGENT.
ESCROW AGENT SHALL NOT BE BOUND IN
ANY WAY BY ANY OTHER AGREEMENT OR CONTRACT BETWEEN SELLER AND BUYER, WHETHER OR
NOT ESCROW AGENT HAS KNOWLEDGE THEREOF.
ESCROW AGENT'S ONLY DUTIES AND
RESPONSIBILITIES SHALL BE TO HOLD THE DEPOSIT AND OTHER DOCUMENTS DELIVERED TO
IT AS AGENT AND TO DISPOSE OF THE DEPOSIT AND SUCH DOCUMENTS IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ESCROW AGENT SHALL HAVE NO RESPONSIBILITY TO PROTECT THE DEPOSIT AND SHALL NOT
BE RESPONSIBLE FOR ANY FAILURE TO DEMAND, COLLECT OR ENFORCE ANY OBLIGATION WITH
RESPECT TO THE DEPOSIT OR FOR ANY DIMINUTION IN VALUE OF THE DEPOSIT FROM ANY
CAUSE, OTHER THAN ESCROW AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ESCROW
AGENT MAY, AT THE EXPENSE OF SELLER AND BUYER, CONSULT WITH COUNSEL AND
ACCOUNTANTS IN CONNECTION WITH ITS DUTIES UNDER THIS AGREEMENT.
ESCROW AGENT
SHALL BE FULLY PROTECTED IN ANY ACT TAKEN, SUFFERED OR PERMITTED BY IT IN GOOD
FAITH IN ACCORDANCE WITH THE ADVICE OF COUNSEL AND ACCOUNTANTS.
ESCROW AGENT
SHALL NOT BE OBLIGATED TO TAKE ANY ACTION HEREUNDER THAT MAY, IN ITS REASONABLE
JUDGMENT, INVOLVE IT IN ANY LIABILITY UNLESS ESCROW AGENT SHALL HAVE BEEN
FURNISHED WITH REASONABLE INDEMNITY SATISFACTORY IN AMOUNT, FORM AND SUBSTANCE
TO ESCROW AGENT.
17.2
DISPUTES.
ESCROW AGENT IS ACTING AS A STAKEHOLDER ONLY WITH
RESPECT TO THE DEPOSIT.
IF THERE IS ANY DISPUTE AS TO WHETHER ESCROW AGENT IS
OBLIGATED TO DELIVER THE DEPOSIT OR AS TO WHOM THE DEPOSIT IS TO BE DELIVERED,
ESCROW AGENT SHALL NOT MAKE ANY DELIVERY, BUT SHALL HOLD THE DEPOSIT UNTIL
RECEIPT BY ESCROW AGENT OF AN AUTHORIZATION IN WRITING, SIGNED BY ALL THE
PARTIES HAVING AN INTEREST IN THE DISPUTE, DIRECTING THE DISPOSITION OF THE
DEPOSIT, OR, IN THE ABSENCE OF AUTHORIZATION, ESCROW AGENT SHALL HOLD THE
DEPOSIT UNTIL THE FINAL DETERMINATION OF THE RIGHTS OF THE PARTIES IN AN
APPROPRIATE PROCEEDING.
ESCROW AGENT SHALL HAVE NO RESPONSIBILITY TO DETERMINE
THE AUTHENTICITY OR VALIDITY OF ANY NOTICE, INSTRUCTION, INSTRUMENT, DOCUMENT OR
OTHER ITEM DELIVERED TO IT, AND