Liability; Delegation Clause Samples
The "Liability; Delegation" clause defines the responsibilities and potential legal exposure of parties when duties under the agreement are assigned to others. It typically clarifies whether a party remains liable for obligations that are delegated to subcontractors or third parties, and may set limits on liability or require approval before delegation occurs. This clause ensures that accountability is maintained even when tasks are outsourced, thereby protecting the interests of the non-delegating party and reducing the risk of disputes over responsibility for performance or damages.
Liability; Delegation. (a) The Portfolio Manager assumes no responsibility under this Agreement other than to render in good faith the services called for hereunder and under the terms of the Indenture applicable to it, in each case in accordance with the Portfolio Manager Standard and shall not be responsible for any action of the Issuer or the Trustee in following or declining to follow any advice, recommendation or direction of the Portfolio Manager. Notwithstanding any provision to the contrary in any Manager Document or the Indenture, neither the Portfolio Manager nor any of its directors, managers, officers, stockholders, members, partners, agents, employees or Affiliates will be liable to the Issuer, the Trustee, the Calculation Agent, the Paying Agent, the Collateral Administrator, the Holders or any other Person for any losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Liabilities”) incurred by any such Person that arise out of or in connection with the actions taken or recommended, or for any omissions, by the Portfolio Manager, its directors, managers, officers, stockholders, members, partners, agents, employees or Affiliates under any Manager Document or the Indenture or for any decrease in the value of, the Collateral Obligations or Eligible Investments, except, in the case of the Portfolio Manager only (i) by reason of acts or omissions constituting bad faith, willful misconduct or gross negligence in the performance, or reckless disregard, of the obligations of the Portfolio Manager under any Manager Document or under the terms of the Indenture applicable to it or (ii) with respect to any Manager Information that contains any untrue statement of material fact, or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading as of the date of the Offering Circular and as of the Closing Date. The Portfolio Manager may delegate to an agent selected with reasonable care any or all of the duties assigned to the Portfolio Manager under this Agreement; provided that (x) the Portfolio Manager will not be relieved of any of its duties under this Agreement as a result of such delegation to or employment of such agent and will be liable for acts and omissions of such agent to the same extent (including the same Portfolio Manager Standard) as if such acts and omissions were acts or omissions of the Portfolio Manager and (y) the Portfolio M...