Common use of Liability of the Purchaser Clause in Contracts

Liability of the Purchaser. With respect to the Purchaser, the Borrower assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Trustee, the Paying Agent or the Borrower in connection therewith; (ii) the validity, sufficiency or genuineness of documents, 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; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower shall have a claim against the Purchaser, and the Purchaser shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special, indirect or punitive damages (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by the Purchaser’s willful misconduct or gross negligence in connection with the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser 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.

Liability of the Purchaser. With respect to the Purchaser, each of the Borrower and the other Obligated Group Members assumes any and all risks with respect to the acts or omissions of each of the Issuer, the Bond Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Master Trustee, the Bond Trustee, the Paying Agent or Agent, the Borrower and any other Obligated Group Member in connection therewith; (ii) the validity, sufficiency or genuineness of documents, 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; (iii) payment by the Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Document, except only that the Borrower and the other Obligated Group Members shall have a claim against the Purchaser, and the Purchaser shall be liable to the BorrowerBorrower and the Other Obligated Group Members, to the extent, but only to the extentextent (and without duplication), of any direct, as opposed to consequential, special, indirect or punitive damages (the right to receive consequential, special, indirect or punitive damages being hereby waived by the BorrowerBorrower and the other Obligated Group Members), suffered by the Borrower Borrower, and the other Obligated Group Members, as applicable, which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 10.06 to be caused by the Purchaser’s willful misconduct or gross negligence in connection with the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser 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.

Liability of the Purchaser. With respect The Seller Indemnitees shall not be entitled to the Purchaser, the Borrower assumes any and all risks indemnification under Section 8.2(a) (except with respect to any failure of any Purchaser Fundamental Representation to be true and correct) until the acts or omissions of each of the Issuer, the Trustee and the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officers, directors, employees or agents thereof Seller Indemnitees shall be liable or responsible for any of the following: have incurred (i) the use that may be made with respect to any Related Claims, Damages in excess of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the IssuerMinimum Per Claim Amount, the Trustee, the Paying Agent or the Borrower in connection therewith; and (ii) as to all such claims, Damages in excess of the validityBasket, sufficiency or genuineness of documentsat which time the Seller Indemnitees shall be entitled to recover Damages for all claims, or including the Basket amount; provided that neither the Minimum Per Claim Amount nor the Basket shall apply to claims for breach of any endorsement(s) thereon, even if such documents should in fact prove Purchaser Fundamental Representation or to be in claims for indemnification with respect to any or all respects invalid, insufficient, fraudulent or forged; (iii) payment matter pursuant to Section 8.2(b)-(d). Damages related to Related Claims asserted by the Purchaser against presentation of documents which Seller Indemnitees that do not comply meet the Minimum Per Claim Amount shall not count toward the Basket. The Purchaser’s aggregate Liability for Damages arising under Section 8.2(a) (except with the terms of this Agreement, including respect to any failure of any documents Purchaser Fundamental Representation to bear any reference or adequate reference to this Agreementbe true and correct) will not exceed the Representations and Warranties Cap; (iv) the solvency provided that claims for breach of any other Person; or (vPurchaser Fundamental Representation and claims for indemnification with respect to any matter pursuant to Section 8.2(b)-(d) any other circumstances whatsoever shall not be included in making or failing the determination of whether the Representations and Warranties Cap has been reached. Notwithstanding anything to make payment under this Agreement or any Related Documentthe contrary contained herein, except only that the Borrower shall have a claim against the Purchaser, and aggregate amount of all Damages for which the Purchaser shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, special, indirect or punitive damages hereunder (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by other than for Claims based upon the Purchaser’s willful misconduct Fraud or gross negligence in connection with respect to Assumed Liabilities, which shall be uncapped) shall not exceed the administration of this Agreement. In furtherance and not in limitation of the foregoing, the Purchaser 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 contraryPurchase Price.

Liability of the Purchaser. With respect to Neither the PurchaserPurchaser nor any of its officers, directors, employees, representatives or agents shall be liable or responsible for (i) the Borrower assumes any and all risks with respect to the acts or omissions of each use which may be made of the IssuerNote or this Agreement or for any acts, the Trustee and omissions, errors, interruptions, delays in transmission, dispatch or delivery of any message or advice, however transmitted, of the Paying Agent in connection with this Agreement or any amounts made available by the Purchaser hereunder. Neither the Purchaser nor any of the officersNote, directors, employees or agents thereof shall be liable or responsible for any of the following: (i) the use that may be made of the Bond Proceeds or any amounts made available by the Purchaser hereunder or for any acts or omissions of the Issuer, the Trustee, the Paying Agent or the Borrower in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement(s) endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; forged by any Person other than the Purchaser, (iiiiv) payment by the Purchaser against presentation of documents which do not comply with the terms of this AgreementAgreement or a Request for Advance, including failure of any documents to bear any reference or adequate reference to this Agreement; (iv) the solvency of any other Person; or (v) any other circumstances whatsoever in making or failing to make payment under this Agreement or any Related Documentpursuant to a Request for Advance; provided, except only however, that the Borrower shall have a claim against the Purchaser, Purchaser and the Purchaser shall be liable to the BorrowerBorrower for any and all claims, to the extentdamages, but only to the extentlosses, of any direct, as opposed to consequential, special, indirect liabilities and reasonable costs or punitive damages expenses (the right to receive consequential, special, indirect or punitive damages being hereby waived by the Borrower), including reasonable attorney’s fees and expenses) suffered by the Borrower which are determined by a final and nonappealable judgment of a duly constituted arbitration panel pursuant to Section 11.06 to be caused by (y) the Purchaser’s negligence or willful misconduct or gross negligence in connection determining whether documents presented under this Agreement comply with the administration terms of this Agreement or (z) the Purchaser’s failure to pay hereunder after the presentation to it of a Request for Advance strictly complying with the terms and conditions of this Agreement; provided further, that the Purchaser shall in no event be liable to the Borrower for punitive or consequential damages, and the Borrower hereby waives its right to receive any such damages. In furtherance and not in limitation of the foregoing, the Purchaser 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.