Collateral Agent’s Liability Sample Clauses
Collateral Agent’s Liability. No provision of this Agreement (except to the extent provided in Section 5.11 hereof) shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, grossly negligent failure to act, or its own willful misconduct, and provided further that:
(a) the Collateral Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement and no implied covenants or obligations of the Collateral Agent shall be read into this Agreement but the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement;
(b) in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may rely upon the authenticity of, and the truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon, any resolution, officer’s certificate, opinion of counsel, note, request, notice, consent, waiver, order, signature guaranty, notarial seal, stamp, acknowledgment, verification, appraisal, report, stock certificate, or other paper or document believed by the Collateral Agent to be genuine and to have been signed, affixed or presented by the proper party or parties;
(c) in the absence of bad faith on the part of the Collateral Agent, whenever the Collateral Agent, or any of its agents, representatives, experts or counsel, shall consider it necessary or desirable that any matter be proved or established, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an officer’s certificate; provided, however, that the Collateral Agent, or such agent, representative, expert or counsel, may require such further and additional evidence and make such further investigation as it or they may consider reasonable;
(d) the Collateral Agent may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance with such advice or opinion of counsel;
(e) the Collateral Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction or request of a Senior Creditor pursuant to the terms of this Agreement;
(f) the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer of t...
Collateral Agent’s Liability. Neither the Collateral Agent nor any Receiver will be liable to account as a mortgagee or mortgagee in possession in respect of any Deposit or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection with any Deposit for which a mortgagee or mortgagee in possession might as such be liable.
Collateral Agent’s Liability. No provision of this Security Agreement shall be construed to relieve Collateral Agent from liability for its own grossly negligent action, grossly negligent failure to act, or its own willful misconduct. Collateral Agent shall not be liable except for the performance of such duties as are specifically set forth in this Security Agreement and no implied covenants or obligations of Collateral Agent shall be read into this Security Agreement. The duties and obligations of Collateral Agent shall be determined solely by the express provisions of this Security Agreement.
Collateral Agent’s Liability. Neither the Collateral Agent nor any Receiver or Delegate shall (either by reason or taking possession of the Charged Assets or for any other reason and whether as mortgagee in possession or otherwise) be liable to the Company or any other person for any costs, charges, losses, damages, liabilities or expenses relating to the realisation of any Charged Assets or from any act, default, omission or misconduct of the Collateral Agent, any Receiver, any Delegate or their respective officers, employees or agents in relation to the Charged Assets or in connection with the Transaction Documents except to the extent caused by its or his own gross negligence or wilful misconduct.
Collateral Agent’s Liability. No provision of this Agreement (except to the extent provided in Section 5.9 hereof) shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, grossly negligent failure to act, or its own willful misconduct, except that: the Collateral Agent shall not be liable except for the performance of such duties as are specifically set forth in this Agreement or in the Security Documents and no implied covenants or obligations shall be read into this Agreement or into the Security Documents against the Collateral Agent but the duties and obligations of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Security Documents; and in the absence of bad faith on the part of the Collateral Agent, the Collateral Agent may rely upon the authenticity of, and the truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon, any resolution, officer's certificate, opinion of counsel, note, request, notice, consent, waiver, order, signature guaranty, notarial seal, stamp, acknowledgment, verification, appraisal, report, stock certificate, or other paper or document believed by the Collateral Agent to be genuine and to have been signed, affixed or presented by the proper party or parties; and
Collateral Agent’s Liability. None of the Collateral Agent, any Receiver or any other Secured Party (or any agent, employee or officer of any of them) shall (either by reason of taking possession of any Security Asset or for any other reason and whether as mortgagee in possession or otherwise) be liable to any Chargor or any other person for any Costs and Expenses relating to:
(a) the realisation of any Security Asset or the taking of any other action permitted by this Deed; or
(b) resulting from or arising in connection with any act, neglect, default, omission or misconduct of the Collateral Agent, any Receiver or any other Secured Party (or any agent, employee or officer of any of them) in relation to any Security Asset or in connection with any Debt Document, and each such person who is not a Party may rely on this Clause 26.3 and enforce its terms under the Third Parties Act.
Collateral Agent’s Liability. No provision of this Intercreditor Agreement shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, grossly negligent failure to act, or its own willful misconduct, except that: