Exculpation of Bank. (a) At all times the Bank shall be entitled to rely upon any communication it receives from the Secured Party or the Company in connection with this Agreement or that the Bank shall believe in good faith to be a communication received from the Secured Party or the Company in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Secured Party for (i) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Secured Party in accordance with this Agreement, and (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement and the Deposit Agreement prior to the implementation of the Notice by the Bank. The Bank shall not be responsible for the validity, priority or enforceability of the Secured Party’s security interest in any Account Collateral, nor shall the Bank be responsible for enforcement of any agreement between the Company and the Secured Party.
Exculpation of Bank. Depositor and Secured Party agree that Bank shall incur no liability to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or indirectly, by reason of this Agreement or any transaction or service contemplated by the provisions hereof unless it is finally adjudicated by a court of competent jurisdiction that such loss or damage was directly caused by Bank’s gross negligence or willful misconduct. In no event, shall Bank be liable to Depositor or Secured Party for any of the following: (a) failing to follow any written instructions of Secured Party that (i) require the disposition of funds in the Deposit Account by a method not available to Depositor under the Deposit Agreements (provided that Bank acknowledges that disposition of funds in the Deposit Account by wire transfer or checks are available to the Depositor under the Deposit Agreements), (ii) in Bank’s reasonable belief, would result in Bank failing to comply with a statute, rule, regulation, or guideline of any governmental body or an order or process binding upon Bank, or (iii) require the disposition of funds that are not immediately available in the Deposit Account; (b) wrongful dishonor of any item as a result of Bank following any of Secured Party’s written instructions; or (c) failing to comply or delaying in complying with any Secured Party’s instructions or any provision of this Agreement due to a computer malfunction, legal constraint, emergency condition, fire, war, terrorist act, riot, theft, flood, earthquake, or other natural disaster, acts of God, interruption of communication facilities, labor difficulties or other cause beyond Bank’s reasonable control. IN NO EVENT WILL BANK BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED BY THIS AGREEMENT EVEN IF BANK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. Other than pursuant to the last sentence of Section 2 above, Bank makes no representation or warranty regarding, and shall not have any responsibility for, the creation, attachment, perfection, or priority of Secured Party’s purported security interest in the Deposit Account or any present or future adverse liens, claims, or encumbrances against the Deposit Account, and Bank shall have no liability to Depositor or Secured Party under this Agreement for any claim, damage, loss,...
Exculpation of Bank. (a) At all times the Bank shall be entitled to rely upon any communication it receives from the Agents or the Company in connection with this Agreement or that the Bank shall believe in good faith to be a communication received from the Agents or the Company in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Agents for (i) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) any Agent in accordance with this Agreement, and (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement and the Deposit Agreement prior to the implementation of the Notice by the Bank. The Bank shall not be responsible for the validity, priority or enforceability of the Agents’ security interest in any Account Collateral, nor shall the Bank be responsible for enforcement of any agreement between the Company and the Agents.
Exculpation of Bank. (a) At all times the Bank shall be entitled to rely conclusively upon any communication it receives from the Agent in connection with this Agreement or which the Bank believes in good faith to be a communication received by it from the Agent in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Agent for honoring or following any instruction the Bank shall receive from (or in good faith shall believe to be from) the Agent in accordance with this Agreement. The Bank shall be fully discharged from liability with respect to any funds on deposit in any Account or other Account Collateral to the extent that the Bank shall honor and follow instructions it shall receive from (or in good faith shall believe to be from) the Agent, and the Bank shall transfer any of such funds to, or on the instructions of, the Agent.
Exculpation of Bank. Unless directly caused by the Bank's willful ------------------- misconduct or gross negligence, Bank shall not be liable or responsible for and Borrower releases Bank from any and all causes of action or claims which Borrower may now, or hereafter have for any loss or damage to Borrower claimed to be caused by or arising from: (a) the safekeeping of Collateral; (b) any damage to any Collateral occurring or arising in any manner or fashion from any cause; (c) any diminution in the value of Collateral; or (d) any act or default of any carrier, warehouseman, bailee or forwarding agency. All risk of loss, damage or destruction of Collateral shall be borne by Borrower.
Exculpation of Bank. Indemnification bar Company. Company and Lender agree that Bank shall have no liability to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or indirectly, by reason of this Agreement or any transaction or service contemplated by the provisions hereof, unless occasioned by the negligence or willful misconduct of Bank. In no event shall Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond Bank's reasonable control or for indirect, special or consequential damages. Company agrees to indemnify Bank and hold it harmless from and against any and all claims, other than those ultimately determined to be founded on negligence or willful misconduct of Bank, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including reasonable attorney's fees and disbursements) incurred as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any transaction conducted or service provided by Bank through the use of any account at Bank pursuant to the procedures provided for or contemplated by this Agreement. If there is disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by the Bank hereunder, the Bank may, at its sole discretion, file an action in interpleader to resolve the said disagreement. The Bank shall be indemnified by Company for all costs, including reasonable attorneys' fees, in connection with the aforesaid interpleader action, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final judgement in the interpleader action is received. If Bank is unable to recover such interpleader action costs from the Company, Lender will upon receipt of written demand, remit to Bank the amount of such costs.
Exculpation of Bank. The Depositor and Government agree that the Financial Institution shall have no liability to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or indirectly, by reason of this Agreement or any transaction or service contemplated by its provisions, unless occasioned by the gross negligence or willful misconduct of the Financial Institution. The Financial Institution shall be under no obligation with respect to the expenditure of funds after their withdrawal from the Financial Institution in accordance with the provisions of the Agreement. Upon making payment pursuant to an order or check duly executed by the Depositor, or pursuant to the written demand or order of the Government, the Financial Institution shall be discharged from all obligations with respect to the funds so released.
Exculpation of Bank. (a) At all times the Bank shall be entitled to rely upon any communication it receives from the Collateral Agent or the Company in connection with this Agreement or that the Bank shall believe in good faith to be a communication received from the Collateral Agent or the Company in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or correctness of any such communication. The Bank shall have no liability to the Company or the Collateral Agent for (i) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Collateral Agent in accordance with this Agreement, (ii) honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement and the Deposit Agreement prior to the implementation of the Notice by the Bank, and (iii) upon implementation of the Notice, not honoring or following any instruction the Bank shall receive from (or shall believe in good faith to be from) the Company in accordance with this Agreement or the Deposit Agreement. The Bank shall not be responsible for the validity, priority or enforceability of the Collateral Agent’s security interest in any Account Collateral, nor shall the Bank be responsible for enforcement of any agreement between the Company and the Collateral Agent.
Exculpation of Bank. Bank shall not be liable or responsible for and Borrower releases Bank from any and all causes of action or claims which Borrower may now or hereafter have for any loss or damage to Borrower claimed to be caused by or arising from: (a) the safekeeping of Collateral; (b) any damage to any Collateral occurring or arising in any manner or fashion from any cause; (c) any diminution in the value of Collateral; or (d) any act or default of any carrier, warehouseman, bailee or forwarding agency, except those claims arising as a result of the gross negligence or willful misconduct of Bank. All risk of loss, damage or destruction of Collateral shall be borne by Borrower.
Exculpation of Bank. Indemnification by Customer. Customer and Creditor agree that the Bank shall have no liability to either of them for any loss or damage that either or both may claim to have suffered or incurred, either directly or indirectly, by reason of this Agreement or any transaction or service contemplated by the provisions hereof, unless such loss or damage result from the gross negligence or willful misconduct of the Bank. In no event shall Bank be liable for losses or delays resulting from computer malfunction, interruption of communication facilities, labor difficulties or other causes beyond the Bank's reasonable control or for indirect, special, punitive or consequential, damages. Customer agrees to indemnify the Bank and hold it harmless from and against any and all claims made against the Bank by Creditor or any other person or entity, other than those ultimately determined to be founded on the gross negligence or willful misconduct of the Bank, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including reasonable attorney's fees and disbursements) incurred as a result of the assertion of any such claim made against the Bank by Creditor or any person or entity arising out of, or otherwise related to, any compliance by the Bank with a Default Order or this Agreement. Creditor agrees that it shall not assert any claim against the Bank other than with respect to an alleged non-compliance by the Bank with any Default Order.
