Common use of Exculpation of Liability Clause in Contracts

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of Agent or Lender or their agents. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof thereof, unless arising such shortage, discrepancy, damage, loss or destruction results from the gross (not mere) negligence or willful misconduct of Agent or Lender or their agentsLenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent the Agent, the Issuer or any Lender as Borrowerany Obligor’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent the Agent, the Issuer or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from thereof, except for the Agent’s or any Lender’s gross negligence or willful misconduct misconduct. None of Agent the Agent, the Issuer or Lender or their agents. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, shall assume any of Borrowereach Obligor’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent the Agent, the Issuer or such Lender, and neither Agent the Agent, the Issuer nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries Obligor of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be ------------------------ construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof thereof, unless arising such shortage, discrepancy, damage, loss or destruction results from the gross (not mere) negligence or willful misconduct of Agent or Lender or their agentsLenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrowerany Loan Party’s and each or any of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from caused by such Person’s gross negligence or willful misconduct of Agent or Lender or their agentsmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ Borrowers' agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising thereof, except to the extent resulting from the gross negligence or willful misconduct of Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, shall assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ or Guarantor’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from thereof, except for the gross negligence or willful misconduct of Agent or any Lender or their agents(as determined by a final and non-appealable judgment of a court of competent jurisdiction). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of any Borrower’s or any of its Subsidiaries’ Guarantor’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries Guarantor of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoeverwhatsoever (except to the extent necessary, and subject to the terms of the preamble of this Article IV, for granting and the exercise of any powers of attorney contained herein), nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of Agent or Lender or their agentsthereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable absent Agent’s or such Lender’s gross negligence or willful misconduct, for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of Agent or Lender or their agentsthereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from thereof, except to the extent caused as a direct result of the gross negligence or willful misconduct of Agent or Lender or their agentssuch Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from (except to the extent caused by such Agent’s or Lender’s gross negligence or willful misconduct of Agent or Lender or their agentsmisconduct). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute any Agent or any Lender as the Borrower’s 's and each of its Subsidiaries’ Guarantor's agent for any purpose whatsoever, nor shall any Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of so long as such Agent or Lender or their agentshas acted in a commercially reasonable manner. Neither any Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of the Borrower’s 's or any of its Subsidiaries’ Guarantor's obligations under any contract or agreement assigned to such Agent or such Lender, and neither any Agent nor any Lender shall be responsible in any way for the performance by the Borrower or any of its Subsidiaries such Guarantor of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising thereof, except to the extent resulting from the gross (not mere) negligence or willful misconduct of Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from other than the gross negligence or willful misconduct of Agent or any Lender or their agents(as determined by a court of competent jurisdiction in a final non-appealable judgment). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising thereof, except to the extent that such damage, loss or destruction has resulted from the gross negligence or willful misconduct of Agent or Lender or their agentsLenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be ------------------------ construed to constitute Agent or any Lender as Borrower’s 's and each of its Subsidiaries’ ' agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of Agent or Lender or their agents. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s 's or any of its Subsidiaries’ ' obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing Except as otherwise expressly provided in this Agreement, nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless (except if and to the extent arising from the gross negligence or willful misconduct of Agent or such Lender or their agents(as the case may be)). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or contractor agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from excluding any shortage, discrepancy, damage, loss or destruction caused by the gross negligence or willful misconduct of the Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from except to the extent of Agent's or any such Lender's gross negligence or willful misconduct of Agent or Lender or their agentsmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from thereof, except for the gross negligence or willful misconduct of the Agent or Lender or their agentsas determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from thereof, except to the extent caused by the gross negligence or willful misconduct of the Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from except for any of the foregoing which arises out of Agent's or such Lender's gross (not mere) negligence or willful misconduct of Agent or Lender or their agentsmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral (collectively “damage”) wherever the same may be located and regardless of the cause thereof unless arising from thereof, except for any damage caused by the gross negligence or willful misconduct of Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof thereof, unless arising from caused by the gross (not mere) negligence or willful misconduct of Agent or Lender or their agentsany Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing Except for the appointment of Agent as attorney-in-fact for Borrowers under this Agreement, nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or willful misconduct of Agent or Lender or their agentsthereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from due to the gross (not mere) negligence or willful misconduct of Agent or Lender or their agentssuch Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof unless arising from gross negligence or thereof, except to the extent that any liability arises out of the willful misconduct or gross (not mere) negligence of Agent or Lender or their agentssuch Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower or any of its Subsidiaries of any of the terms and conditions thereof.