Liability of Lenders. The liability of the Lenders in respect of all matters relating to this Agreement and the other Loan Documents is several and not joint or joint and several. Without limiting that statement, the obligations of the Lenders to make Advances is limited to their respective Applicable Percentages of any Advance that is requested, and, in the aggregate, to their respective Applicable Percentages of the total amounts of the Credit.
Liability of Lenders. Each Lender acknowledges that it has been and will continue to be solely responsible for making its own independent appraisal and investigation of the financial condition of the Borrowers and any other Credit Party, and for the assessment of the risks arising from the Facility. No Lender may rely on any Agent in this regard nor will any Agent be responsible for ensuring the validity or enforceability of any Credit Document.
Liability of Lenders. 5.3 Neither the Agent, nor any Lender nor any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the Agent or a Lender from liability to any Obligor to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Obligors to the extent permitted by applicable Law) suffered by any Obligor that are caused by the gross negligence or wilful misconduct of the Agent or a Lender. The parties hereto expressly agree that:
Liability of Lenders. The liability of the Lenders under this Letter of Credit is several and not joint and neither we (as the Issuing Agent or the Lender) nor any Lender shall be liable for the failure of any other Lender to perform its obligations under the Letter of Credit.
Liability of Lenders. Borrower hereby agrees that neither Agents nor Lenders will be chargeable for any negligence, mistake, act or omission of any accountant, examiner, agent or attorney selected with reasonable care and in the exercise of good faith by Lenders in making examinations, investigations or collections under the Loan Documents, unless Agents or Lenders actually know that such mistake, negligence, act or omission is incorrect at the time committed.
Liability of Lenders. The Corporation assumes all risks of the acts or omissions of MNB and any transferee of the Letters of Credit with respect to its use of the Letters of Credit or the proceeds thereof; provided, however, this assumption is not intended to, and shall not, preclude the Corporation from pursuing such rights and remedies as it may have against MNB at law or under the MNB Merchant Agreement or any other agreement. Neither the Lenders nor any Person participating in the Letters of Credit or the Reimbursement Loan Note shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or the proceeds thereof or for any acts or omissions of MNB and any transferee of the Letters of Credit in connection therewith; (b) the validity, sufficiency or genuineness of documents presented under the Letters of Credit, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; provided, however, (a) and (b) to the contrary notwithstanding, the Corporation shall have a claim against the Lenders, and the Lenders shall be liable to the Corporation, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Corporation which the Corporation proves, as determined by a court of competent jurisdiction, were caused by (i) Lenders' gross negligence or (ii) Lenders' willful act that prevents payment under the Letters of Credit after the presentation to Issuing Bank by MNB (or a successor under the MNB Merchant Agreement to whom the Letters of Credit has been transferred in accordance with its terms) of a sight draft and all required certificates strictly complying with the terms and conditions of the Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; provided, however, that if Lenders shall receive timely written notification from each of MNB or the Corporation and that sufficiently identifies (in the reasonable opinion of Lenders) documents that thereafter may be presented to Issuing Bank or Lenders which are not to be honored, Lenders agrees to use its reasonable efforts at the expense of the Corporation to avoid honoring such documents thereafter. Lenders assumes no responsibility for any failure or delay in the transmis...
Liability of Lenders. 27 -------------------- Section 8.03.
Liability of Lenders. The Lenders shall not be liable for any act or omission by them pursuant to the provisions of this Agreement in the absence of fraud, willful misconduct or gross negligence. The Lenders shall incur no liability to the Borrower or any other party in connection with the acts or omissions of the Lenders or the Agent in reliance upon any certificate or other paper believed by the Lenders or the Agent to be genuine or with respect to any other thing which the Lenders or the Agent may do or refrain from doing, unless such act or omission amounts to fraud or gross negligence. In connection with the performance of their duties pursuant to this Agreement, the Lenders may consult with counsel of their own selection, and anything which the Lenders may do or refrain from doing, in good faith, in reliance upon the opinion of such counsel shall be full justification and protection to the Lenders.
Liability of Lenders. 32 16.10 Rights of the Agent as Lender.................................. 32 16.11
