Agent’s Disclaimer Clause Samples
An Agent’s Disclaimer clause serves to limit or exclude the liability of an agent acting on behalf of another party, typically in a transaction or contractual arrangement. In practice, this clause clarifies that the agent is not responsible for the accuracy of information provided by the principal or for any losses arising from the principal’s actions or omissions. Its core function is to protect the agent from legal claims or disputes that may arise due to matters outside their control, thereby allocating risk and ensuring that liability rests with the appropriate party.
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Agent’s Disclaimer. The Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or any other Security Document, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for Trust Monies actually received by it in accordance with the terms hereof) for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien on any Collateral, and it shall not be responsible for any statement or recital herein or any statement in this Agreement or any Security Document.
Agent’s Disclaimer. The Agent makes no representation as to the validity or adequacy of this Loan Agreement or the Securities; it shall not be accountable for the Company's use of the Securities or the proceeds from the Securities; and it shall not be responsible for any statement in the Securities.
Agent’s Disclaimer. Buyer and Seller acknowledge that Agent has not made any investigation, determination, warranty or representation with respect to, without limitation, any of the following: (a) the financial condition or business prospects of the Property, or of any occupant of the Property, or any occupant’s intent to continue or renew its occupancy in the Property; (b) the legality of the present or any possible future use of the Property under any federal, state or local law or ordinance; (c) pending or possible future action by any third party or governmental entity or agency which may affect the Property; (d) the condition of the Property, including but not limited to, its physical condition, soil conditions, the integrity and quality of any improvements, and the presence or absence of fungi or wood destroying organisms or pests; (e) the accuracy or completeness of financial information concerning the Property including, without limitation, any income and expense information, projections of square footage, leases, licenses, options and other agreements affecting the Property; (f) the possibility that leases, options, or other agreements, matters or documents exist which affect or encumber the Property and which have not been provided or disclosed by Seller; (g) the presence or location of any hazardous materials on or about the Property, including but not limited to, asbestos, PCB's, lead paint, underground storage tanks or other toxic, hazardous or contaminated substances; (h) the accuracy of any information contained in any estoppel certificate or similar letter from any occupant of the Property; (j) whether the Property is in any special assessment district or is a tidally influenced property; or, (j) the number of legal parcels or units within the Property. When involved, Agent has acted solely as a conduit for the exchange of such information between Buyer and Seller and makes no representation or warranty whatsoever concerning the accuracy or reliability of such information. The Agents do not warrant that Seller will disclose any or all property defects or other matters pertaining to the Property or its condition.
Agent’s Disclaimer. The Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or the Notes and it shall not be responsible for any statement in this Agreement or the Notes other than its signature thereon as an Investor and with respect to representations made in such capacity.
Agent’s Disclaimer. The Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Agent's certificate of authentication.
Agent’s Disclaimer. The Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or any other Loan Document, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for proceeds actually received by it in accordance with the terms hereof) for the legality, effectiveness or sufficiency of any Loan Document, or for the creation, perfection, priority, sufficiency or protection of the Security Interest, and it shall not be responsible for any statement or recital herein or any statement in this Agreement or any Loan Document.
Agent’s Disclaimer. The Agent makes no representation as to the validity or adequacy of the Shares.