Liability of Administrator. Notwithstanding any provision of this Agreement, the Administrator shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the Administrator shall be read into this Agreement. Neither the Administrator nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, except for its or their own negligence or willful misconduct and in no event shall the Administrator be liable under or in connection with this Agreement for indirect, special or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Without limiting the foregoing, the Administrator may (a) consult with legal counsel (including counsel for the Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Liability of Administrator. 19 Exhibit A Power of Attorney
Liability of Administrator. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, either Trustee or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect the Administrator against any liability by reason of willful misfeasance, bad faith or negligence in the performance of its duties. The Administrator and any director, officer, employee or agent of the Administrator may conclusively reasonably rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or any other Basic Document.
Liability of Administrator. (a) The Administrator shall indemnify each of the Mortgages Trustee and the Beneficiaries on demand on an after-tax basis for any loss, liability, claim, expense or damage suffered or incurred by either of them in respect of the negligence or wilful default of the Administrator in carrying out its functions as Administrator under this Agreement or the other Transaction Documents or as a result of a breach by the Administrator of the terms and provisions of this Agreement or the other Transaction Documents in relation to such functions.
Liability of Administrator. The Administrator shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Administrator under this Administration Agreement. The Administrator shall indemnify, defend and hold harmless the Issuer, and all of the officers, directors, employees, trustees and agents of the Issuer, from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that any such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Issuer through, the gross negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Administration Agreement or by reason of reckless disregard of its obligations and duties hereunder or thereunder. The Issuer shall notify the Administrator promptly of any claim for which it may seek indemnity. The Administrator shall defend the claim and the Administrator shall not be liable for the legal fees and expenses of the Issuer after it has assumed such defense. For purposes of this Section 18, in the event of the termination of the rights and obligations of the Administrator (or any successor thereto pursuant to Section 21 hereof) pursuant to Section 14 hereof or the resignation by such Administrator pursuant to this Administration Agreement, unless the Issuer elects not to appoint a successor Administrator, such Administrator shall be deemed to be the Administrator pending appointment of a successor Administrator pursuant to Section 21 hereof. Indemnification under this Section 18 shall survive the termination of this Administration Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 18 and the Issuer thereafter collects any of such amounts from others, the Issuer promptly shall repay such amounts to the Administrator, without interest. Neither the Administrator nor any of its directors, officers, employees or agents shall be under any liability to the Issuer except as provided under this Administration Agreement for any action taken or for refraining from the taking of any action pursuant to this Administration Agreement or for errors in judgment; provided that these provisions shall not protect the Administrator or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of dutie...
Liability of Administrator. 10 Section 19. Merger or Consolidation of, or Assumption of the Obligations of, the Administrator....................................................... 11 Section 20.
Liability of Administrator. Except as prohibited by law, the Administrator shall not be liable personally for any loss or damage or depreciation which may result in connection with the exercise of duties or of discretion hereunder or upon any other act or omission hereunder except when due to willful misconduct. In the event the Administrator is not covered by fiduciary liability insurance or similar insurance arrangements, the Employer shall indemnify and hold harmless the Administrator from any and all claims, losses, damages, expenses (including reasonable counsel fees approved by the Administrator) and liability (including any reasonable amounts paid in settlement with the Employer's approval) arising from any act or omission of the Administrator, except when the same is determined to be due to the willful misconduct of the Administrator by a court of competent jurisdiction.
Liability of Administrator. For the avoidance of doubt, each Administrator shall not be liable in respect of any loss, liability, claim, expense or damage suffered or incurred by the Issuer and/or the Trustee as a result of the performance of the Services by that Administrator save where such loss, liability, claim, expense or damage is suffered or incurred as a result of any negligence or wilful default of the Administrators or any breach by it of the provisions of this Agreement or any other Relevant Document to which they are a party.
Liability of Administrator. The Administrator shall not be liable to any Series for any action taken or omitted to be taken by the Administrator or its employees, agents or contractors in carrying out the provisions of this Agreement if such action was taken or omitted in good faith and without negligence or misconduct on the part of the Administrator, or its employees, agents or contractors.
Liability of Administrator. The Administrator agrees to indemnify ZVF and the Trustee and their respective agents (the “Indemnified Parties”) from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred therewith, including reasonable attorney’s fees and expenses incurred by the Indemnified Parties as a result of, or arising out of, or relating to the entering into and performance of this Agreement by the Indemnified Parties or suffered or sustained by the Indemnified Parties by reason of any acts, omissions or alleged acts or omissions arising out of the Administrator’s activities pursuant to this Agreement. Notwithstanding anything in the foregoing to the contrary, the Administrator shall not be obligated under its agreements of indemnity contained in this Section 19 (i) for any liabilities resulting from the gross negligence or willful misconduct of the Indemnified Parties or (ii) in respect of any claim arising out of the assessment of any tax against the Indemnified Parties. The obligations of the Administrator and the rights of the Indemnified Parties under this Section 19 shall survive any termination of this Agreement, in whole or in part.
