Common use of Exculpation of Liability Clause in Contracts

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser as any Note Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent caused by the gross negligence or willful misconduct of Agent or of such Purchaser. Neither Agent nor any Purchaser, whether by anything herein or in any assignment or otherwise, assumes any of any Note Party’s obligations under any contract or agreement assigned to Agent or such Purchaser, and neither Agent nor any Purchaser shall be responsible in any way for the performance by any Note Party of any of the terms and conditions thereof.

Appears in 3 contracts

Samples: Note Purchase Agreement (Keane Group, Inc.), Note Purchase Agreement (Keane Group, Inc.), Note Purchase Agreement (Keane Group, Inc.)

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Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser Lender as any Note Credit Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent caused by for the gross negligence or willful misconduct of the Agent or as determined by a final and non-appealable judgment of such Purchasera court of competent jurisdiction. Neither Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Credit Party’s obligations under any contract or agreement assigned to Agent or such PurchaserLender, and neither Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note Credit Party of any of the terms and conditions thereof.

Appears in 2 contracts

Samples: Guaranty Agreement (ROC Energy Acquisition Corp.), Guaranty Agreement (Drilling Tools International Corp)

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser Lender as any Note Borrowing Base Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent thereof unless caused by the such Person’s gross negligence or willful misconduct of Agent or of such Purchasermisconduct. Neither Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Borrowing Base Party’s obligations under any contract or agreement assigned to Agent or such PurchaserLender, and neither Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note Borrowing Base Party of any of the terms and conditions thereof.

Appears in 2 contracts

Samples: Joinder Agreement (Boot Barn Holdings, Inc.), Joinder Agreement (Boot Barn Holdings, Inc.)

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser Lender as any Note Loan Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent caused by the thereof absent gross negligence or willful misconduct (as determined by a court of Agent or of such Purchasercompetent jurisdiction in a final non-appealable judgment). Neither Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Loan Party’s obligations under any contract or agreement assigned to Agent or such PurchaserLender, and neither Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note Loan Party of any of the terms and conditions thereof.

Appears in 1 contract

Samples: Collateral Pledge Agreement (Universal Logistics Holdings, Inc.)

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser Lender as any Note Loan Party’s agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent thereof unless directly caused by the Agent’s or any Lender’s willful misconduct or gross negligence or willful misconduct as finally determined by a court of Agent or of such Purchasercompetent jurisdiction. Neither Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Loan Party’s obligations under any contract or agreement assigned to Agent or such PurchaserLender, and neither Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note Loan Party of any of the terms and conditions thereof.

Appears in 1 contract

Samples: Security Agreement (Allegheny Technologies Inc)

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Exculpation of Liability. Nothing herein contained shall be construed to constitute the Agent or any Purchaser Lender as any Note Credit Party’s agent 's the Agent for any purpose whatsoever, nor shall the Agent or any Purchaser Lender be responsible or liable liable, except as a result of the gross negligence or willful misconduct of the Agent or Lender, as applicable, 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, except to the extent caused by the gross negligence or willful misconduct of Agent or of such Purchaser. Neither the Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Party’s the Credit Parties' obligations under any contract or agreement assigned to the Agent or such PurchaserLender, and neither the Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note such Credit Party of any of the terms and conditions thereof.

Appears in 1 contract

Samples: Security Agreement (Evergreen International Aviation Inc)

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Purchaser Lender as any Note Loan Party’s 's agent for any purpose whatsoever, nor shall Agent or any Purchaser 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, except to the extent thereof unless directly caused by the Agent's or any Lender's willful misconduct or gross negligence or willful misconduct as finally determined by a court of Agent or of such Purchasercompetent jurisdiction. Neither Agent nor any PurchaserLender, whether by anything herein or in any assignment or otherwise, assumes assume any of any Note Loan Party’s 's obligations under any contract or agreement assigned to Agent or such PurchaserLender, and neither Agent nor any Purchaser Lender shall be responsible in any way for the performance by any Note Loan Party of any of the terms and conditions thereof.

Appears in 1 contract

Samples: Security Agreement (Allegheny Technologies Inc)

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